sc13d.htm

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RhfjExsFIgJIdgkUpnwZbAZYJD4V5joThIH205N5pLKgc/k7sxPstVl1Cn9XvdVz tBQ5bULQBgyyWfwI2GXVhg== 0001341004-10-000246.txt : 20100208 0001341004-10-000246.hdr.sgml : 20100208 20100208155446 ACCESSION NUMBER: 0001341004-10-000246 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20100208 DATE AS OF CHANGE: 20100208 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: China MediaExpress Holdings, Inc. CENTRAL INDEX KEY: 0001399067 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 208951489 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-83228 FILM NUMBER: 10580963 BUSINESS ADDRESS: STREET 1: 307 EAST 87TH STREET CITY: NEW YORK STATE: NY ZIP: 10028 BUSINESS PHONE: 212-289-6362 MAIL ADDRESS: STREET 1: 307 EAST 87TH STREET CITY: NEW YORK STATE: NY ZIP: 10028 FORMER COMPANY: FORMER CONFORMED NAME: TM Entertainment & Media, Inc. DATE OF NAME CHANGE: 20070509 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STARR INTERNATIONAL CO INC CENTRAL INDEX KEY: 0001236615 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: FITZWILLIAM HALL STREET 2: FITZWILLIAM PLACE CITY: DUBLIN STATE: L2 ZIP: 2 BUSINESS PHONE: 650-470-4500 MAIL ADDRESS: STREET 1: FITZWILLIAM HALL STREET 2: FITZWILLIAM PLACE CITY: DUBLIN STATE: L2 ZIP: 2 SC 13D 1 sc13d.htm SCHEDULE 13 D sc13d.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. __)*

CHINA MEDIAEXPRESS HOLDINGS, INC.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

169442100

(CUSIP Number)

Howard I. Smith

Vice Chairman-Finance

C. V. Starr & Co., Inc.

399 Park Avenue, 17th Floor

New York, New York 10022

(Name, address and telephone number of person authorized

to receive notices and communications)

January 28, 2010

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-(g), check the following box. o

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 14 Pages)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. (however, see the Notes.)

CUSIP No. 169442100			PAGE 2 of 14 PAGES
1	NAME OF REPORTING PERSON Starr Investments Cayman II, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) £ (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions):			WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION:			Cayman Islands
7	NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	SOLE VOTING POWER:		0
8		SHARED VOTING POWER:		4,695,455
9		SOLE DISPOSITIVE POWER:		0
10		SHARED DISPOSITIVE POWER:		4,695,455
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:			4,695,4551
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):			£
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):			16.5%2
14	TYPE OF REPORTING PERSON:			CO

1 Includes 3,000,000 shares of Common Stock issuable upon the conversion of the Purchased Shares (as defined below) and 1,545,455 shares of Common Stock issuable upon the exercise of the Purchased Warrants (as defined below).

2 Assumes 23,917,413 shares of Common Stock of the Issuer issued and outstanding as of November, 13, 2009, which figure was disclosed on the Issuer’s Form 10-Q for the quarterly period ended September 30, 2009, filed November 16, 2009.

CUSIP No. 169442100			PAGE 3 of 14 PAGES
1	NAME OF REPORTING PERSON Starr International Cayman, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) £ (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions):			N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION:			Cayman Islands
7	NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	SOLE VOTING POWER:		0
8		SHARED VOTING POWER:		4,695,455
9		SOLE DISPOSITIVE POWER:		0
10		SHARED DISPOSITIVE POWER:		4,695,455
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:			4,695,4551
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):			£
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):			16.5%2
14	TYPE OF REPORTING PERSON:			CO

CUSIP No. 169442100			PAGE 4 of 14 PAGES
1	NAME OF REPORTING PERSON Starr International Investments Ltd. I.R.S. Identification Number: 98-0431724
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) £ (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions):			N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION:			Bermuda
7	NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	SOLE VOTING POWER:		0
8		SHARED VOTING POWER:		4,695,455
9		SOLE DISPOSITIVE POWER:		0
10		SHARED DISPOSITIVE POWER:		4,695,455
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:			4,695,4551
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):			£
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):			16.5%2
14	TYPE OF REPORTING PERSON:			CO

CUSIP No. 169442100			PAGE 5 of 14 PAGES
1	NAME OF REPORTING PERSON Starr International Company, Inc. I.R.S. Identification Number: 52-1198625
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) £ (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions):			N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION:			Panama
7	NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	SOLE VOTING POWER:		0
8		SHARED VOTING POWER:		4,695,455
9		SOLE DISPOSITIVE POWER:		0
10		SHARED DISPOSITIVE POWER:		4,695,455
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:			4,695,4551
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):			£
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):			16.5%2
14	TYPE OF REPORTING PERSON:			CO

CUSIP No. 169442100			PAGE 6 of 14 PAGES
1	NAME OF REPORTING PERSON C. V. Starr & Co., Inc. I.R.S. Identification Number: 13-5621350
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) £ (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions):			N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION:			Delaware
7	NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	SOLE VOTING POWER:		0
8		SHARED VOTING POWER:		4,695,455
9		SOLE DISPOSITIVE POWER:		0
10		SHARED DISPOSITIVE POWER:		4,695,455
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:			4,695,4551
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):			£
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):			16.5%2
14	TYPE OF REPORTING PERSON:			CO

CUSIP No. 169442100			PAGE 7 of 14 PAGES
1	NAME OF REPORTING PERSON Maurice R. Greenberg
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) £ (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions):			N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):			x
6	CITIZENSHIP OR PLACE OF ORGANIZATION:			United States of America
7	NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	SOLE VOTING POWER:		0
8		SHARED VOTING POWER:		4,695,455
9		SOLE DISPOSITIVE POWER:		0
10		SHARED DISPOSITIVE POWER:		4,695,455
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:			4,695,4551
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):			£
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):			16.5%2
14	TYPE OF REPORTING PERSON:			HC

ITEM 1. SECURITY AND ISSUER

This statement on Schedule 13D (“Schedule 13D”) relates to the Common Stock, par value $0.001 per share (the “Common Stock”), of China MediaExpress Holdings, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at Room 2805, Central Plaza, Wanchai, Hong Kong.

ITEM 2. IDENTITY AND BACKGROUND

(a), (b), (c) and (f): This Schedule 13D is being filed on behalf of Starr Investments Cayman II, Inc. (“Starr”), Starr International Cayman, Inc. (“Starr International Cayman”), Starr International Investments Ltd. (“Starr International Investments”), Starr International Company, Inc. (“Starr International”), C. V. Starr & Co., Inc. (“C. V. Starr”) and Maurice R. Greenberg (“Mr. Greenberg”, together with Starr, Starr International Cayman, Starr International Investments, Starr International and C. V. Starr, the “Reporting Persons” and each a “Reporting Person”).

Starr, a company organized under the laws of the Cayman Islands, is an investment holding company for various private equity funds and direct investments. The address of Starr’s principal office and principal business is Bermuda Commercial Bank Building, 19 Par-la-Ville Road, Hamilton HM 11, BM Bermuda.

Starr International Cayman, a company organized under the laws of the Cayman Islands, is an investment holding company for various private equity funds. The address of Starr International Cayman’s principal office and principal business is Bermuda Commercial Bank Building, 19 Par-la-Ville Road, Hamilton HM 11, BM Bermuda.

Starr International Investments, a corporation organized under the laws of Bermuda, is an investment holding company invested in various direct, private equity and hedge fund investments. The address of Starr International Investments’ principal office and principal business is Bermuda Commercial Bank Building, 19 Par-la-Ville Road, Hamilton HM 11, BM Bermuda.

Starr International, a corporation organized under the laws of Panama, is a holding company that operates in a number of lines, including commercial real estate, owning and operating a private golf club and holding an investment portfolio. The address of Starr International’s principal office and principal business is Baarerstrasse 101, CH-6300 Zug, Switzerland.

C. V. Starr, a corporation organized under the laws of the state of Delaware, is a holding company that operates in a number of lines of business, including owning a number of insurance agencies and holding an investment portfolio. The address of C. V. Starr’s principal office and principal business is 399 Park Avenue, 17th Floor, New York, NY 10022.

Maurice R. Greenberg’s principal business address and office is 399 Park Avenue, 17th Floor, New York, NY 10022. The principal occupation of Mr. Greenberg is serving as the Chief Executive Officer, Chairman, and Director of C. V. Starr. Mr. Greenberg is a citizen of the United States.

The executive officers and directors of each of Starr, Starr International Cayman, Starr International Investments, Starr International, and C. V. Starr, their addresses, their present principal occupations and citizenship, if other than the United States, are disclosed as Annex A to this Schedule 13D.

(d) and (e): Except as disclosed below, during the last five years, none of the Reporting Persons or any of the individuals named on Annex A have been (i) convicted in any criminal proceedings or (ii) party to a civil proceedings of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

On August 6, 2009, the Securities and Exchange Commission (“SEC”) filed a complaint naming Howard I. Smith and Mr. Greenberg as defendants, alleging purported violations of the securities laws.

Without admitting or denying the SEC’s allegations, Mr. Greenberg consented to a judgment entered on August 7, 2009, enjoining him from violating the antifraud and other provisions of the securities laws and from controlling any person who violates the reporting, books and records and internal control provisions of the securities laws, and directing him to pay a penalty of $7,500,000 and disgorgement of $7,500,000.

Without admitting or denying the SEC’s allegations, Mr. Smith consented to a judgment entered on August 7, 2009 enjoining him from violating the antifraud and other provisions of the securities laws, and from controlling any person who violates the reporting, books and records and internal control provisions of the securities laws, directing him to pay a penalty of $750,000 and disgorgement of $750,000, and prohibiting him from acting as an officer or director of any public company for three years. Mr. Smith also consented to the entry of an SEC order that suspends him from appearing or practicing before the SEC as an accountant for five years.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

As described further in Item 4, on January 28, 2010, Starr acquired (i) 1,000,000 shares of Series A Convertible Preferred Stock, par value $0.001, (the “Series A Preferred Stock”) of the Issuer (the “Purchased Shares”) and (ii) warrants (the “Purchased Warrants”) to purchase 1,545,455 shares of Common Stock (as defined above) of the Issuer for an aggregate purchase price of $30 million. Concurrently, certain stockholders of the Issuer transferred 150,000 shares of Common Stock (the “Transferred Shares”) to Starr for no additional cash consideration.

The funds used to effect the acquisition were from Starr’s working capital. Starr may receive certain Performance Adjustment Amounts from certain stockholders in the future, as described more fully under the heading “Performance-based Adjustments” in Item 4.

ITEM 4. PURPOSE OF TRANSACTION.

Starr, the Issuer and certain subsidiaries and stockholders of the Issuer entered into a Securities Purchase Agreement on January 12, 2010 (the “Purchase Agreement”), pursuant to which Starr acquired (i) the Purchased Shares and (ii) the Purchased Warrants, for an aggregate purchase price of $30 million at a closing that occurred on January 28, 2010 (the “Closing”). Concurrently, certain stockholders of the Issuer transferred the Transferred Shares to Starr for no additional cash consideration. The foregoing is referred to as the “Transactions.”

Purchase Agreement

Governance Arrangements

Pursuant to the Purchase Agreement, the Certificate of Designations, as defined below, and the Investor Rights Agreement, as defined below, so long as Starr beneficially owns at least 3% of the Issuer’s Common Stock on a fully-diluted and as-converted basis, the holders of at least a majority of the shares of Series A Preferred Stock outstanding will be entitled to designate one individual (the “Preferred Director”) to the Issuer’s board of directors (the “Board”). For so long as Starr is entitled to designate the Preferred Director, Starr will also have the right to appoint one director to each of the boards of directors of certain subsidiaries of the Issuer. The authorized number of shares of the Series A Preferred Stock is 1 million, all of which are owned by Starr.

In addition, for so long as Starr owns at least 3% of the Issuer’s Common Stock on a fully-diluted and as-converted basis, the affirmative vote or consent of the holders of at least a majority of the shares of Series A Preferred Stock then outstanding is necessary for effecting: (i) any amendment of the Certificate of Incorporation or Certificate of Designations or Bylaws of the Issuer or any subsidiary in a manner adverse to the rights, preferences or privileges of the holders of the Series A Preferred Stock; (ii) increase or decrease the total number of authorized shares of Series A Preferred Stock; or (iii) any material amendment of the agreements pursuant to which the Issuer controls its operating entities in the People’s Republic of China (“PRC”).

Covenants

After the Closing, the Issuer is obligated to, among other things, within 3 months (i) effect the transfer of certain of the assets held in the PRC to other companies controlled by it in the PRC and enter into licensing arrangements with respect thereto, (ii) amend the terms of the agreements pursuant to which it controls its operating entities in the PRC to the reasonable satisfaction of Starr, (iii) seek approval from the State Administration for Radio and Television for the broadcasting of certain video programming not later than December 31, 2010 and (iv) implement a program regarding compliance with the US Foreign Corrupt Practices Act not later than April 30, 2010.

Certificate of Designations

The Series A Preferred Stock were issued pursuant to the terms of the Certificate of Designations of the Series A Preferred Stock (the “Certificate of Designations”), which establishes the rights and privileges of the Series A Preferred Stock.

The Series A Preferred Stock have an initial liquidation preference of $30 per share and rank senior to the Issuer’s Common Stock and any other stock that ranks junior to the Series A Preferred Stock with respect to distributions of assets upon the liquidation, dissolution or winding up of the Issuer.

If the Issuer voluntarily or involuntarily liquidates, dissolves or winds up its affairs, each holder of the Series A Preferred Stock will be entitled to receive out of the Issuer’s assets available for distribution to stockholders, after satisfaction of liabilities to creditors, if any, and before any distribution of assets is made on the Issuer’s Common Stock or any of the Issuer’s other shares of stock ranking junior as to such a distribution to the Series A Preferred Stock, a liquidating distribution in the amount (the “Liquidation Preference”) that is the greater of (a) $30 per share and (b) the amount such holder would receive as a holder of Common Stock assuming the prior conversion of each of its shares of Series A Preferred Stock.

In any such distribution, if the Issuer’s assets are not sufficient to pay the liquidation preferences in full to all holders of the Series A Preferred Stock, the amounts paid to the holders of Series A Preferred Stock will be paid pro rata in accordance with the respective aggregate Liquidation Preferences of those holders.

No dividends will accrue on the Series A Preferred Stock.

Each Series A Preferred Stock is convertible into a number of shares of the Issuer’s Common Stock in an amount equal to $30 divided by the then applicable conversion price. The initial conversion price is $10 per share and is subject to customary anti-dilution adjustments for issuances of shares of Common Stock as a dividend or distribution on shares of the Common Stock. In addition, each share of the Series A Preferred Stock shall be subject to mandatory conversion at the then applicable conversion price into shares of Common Stock upon the earliest to occur of the following: (i) the closing price of the Issuer’s Common Stock is greater than or equal to $25 per share for a period of 20 consecutive trading days over any 30 trading day period, (ii) the Issuer’s market capitalization equals or exceeds $1.2 billion, or (iii) January 28, 2014.

The holders of the Series A Preferred Stock are entitled to vote with the holders of shares of Common Stock on all matters submitted to a vote of the stockholders of the Issuer. The holders of the Series A Preferred Stock will be entitled to the same number of votes as the number of shares of Common Stock that the Series A Preferred Stock are then convertible into, subject to a cap mandated by the closing price of the Common Stock on NYSE Amex LLC on January 12, 2010.

Purchased Warrants

The Purchased Warrants entitle the holder thereof to purchase up to 1,545,455 shares of the Issuer’s Common Stock at an exercise price of $6.47 per share at any time and from time to time prior to January 28, 2015. The Purchased Warrants contain customary anti-dilution adjustment provisions and may be exercised for cash or cancellation of indebtedness owed to the holder by the Issuer. The Purchased Warrants may be redeemed by the Issuer for $0.01 per Purchased Warrant if at any time the closing price of the Common Stock is greater than or equal to $14 for any 20 consecutive trading days within a 30 trading day period.

Investor Rights Agreement

General

In connection with the Transactions, Starr, the Issuer and certain stockholders of the Issuer also entered into an Investor Rights Agreement, dated as of January 28, 2010 (the “Investor Rights Agreement”). Pursuant to such Investor Rights Agreement, from the Closing until 6 months thereafter, Starr will not be permitted to transfer or otherwise dispose of its interest in the Purchased Shares, Purchased Warrants or Transferred Shares or in any shares of Common Stock issued upon conversion of the Purchased Shares or exercise of the Purchased Warrants (other than to certain permitted transferees or pursuant to certain other customary exceptions). In addition, without the prior written consent of the Issuer, Starr may not, at any time, transfer Purchased Shares other than to an affiliate of Starr. The Investor Rights Agreement also subjects certain controlling stockholders of the Issuer to transfer restrictions.

For so long as Starr owns at least 3% of the Issuer’s Common Stock on a fully-diluted and as-converted basis, Starr will have the right to purchase a pro rata portion of any additional shares of capital stock proposed to be issued by the Issuer, and will have the right to join certain stockholders in their sale of capital stock of the Issuer on a pro rata basis, in each case in proportion to Starr’s then current percentage of ownership of the issued and outstanding shares of Common Stock, on a fully diluted, as-converted basis.

Put Option

As long as Starr owns at least 3% of the issued and outstanding shares of Common Stock, on a fully diluted, as-converted basis, it will also have the right to require certain stockholders to purchase its Purchased Shares and the Common Stock held by Starr or issued upon the conversion of Purchased Shares or exercise of the Purchased Warrants upon the occurrence of the Issuer’s failure to achieve certain performance targets or upon breach of certain covenants contained in the Purchase Agreement or the Investor Rights Agreement and the failure to cure such breach within 60 days following written notice of such breach.

In the event that the stockholders subject to the obligation to purchase Starr’s shares under the put right or to obligations under the performance-based adjustment provisions do not comply therewith, Starr will have the right to require such stockholders to sell up to all of the Issuers’ capital stock directly or indirectly held by them to a third party pursuant to a managed sale process.

Performance-based Adjustments

Certain stockholders of the Issuer will be required to make certain payments (the “Performance Adjustment Amounts”) to Starr in the event the Issuer’s audited consolidated net profits (“ACNP”) for 2009, 2010 or 2011 are less than $42 million, $55 million and $70 million, respectively (each, a “Profits Target”). The Performance Adjustment Amount payable in any of 2009, 2010 or 2011 will be a fraction of $343,462,957 which is proportionate to the amount by which the Issuer’s ACNP in such year falls short of the then applicable Profits Target. The Performance Adjustment Amounts will be payable in cash or stock, but only to the extent such stock, together with the shares of Common Stock acquired or acquirable as a result of Starr’s ownership of the Purchased Shares, the Purchased Warrants and the Transferred Shares, will not exceed 19.9% of the total number of shares of Common Stock of the Issuer issued and outstanding as of the date of the Purchase Agreement.

Registration Rights Agreement

The Common Stock owned by Starr from time to time will be entitled to certain customary registration rights pursuant to a Registration Rights Agreement, dated January 28, 2010, entered into by and among Starr and the Issuer (the “Registration Rights Agreement”).

Stock Transfer Agreement

Concurrent with the execution of the Purchase Agreement, certain stockholders of the Issuer transferred 150,000 shares of Common Stock to Starr at no additional cash consideration, pursuant to the Stock Transfer Agreement, dated January 28, 2010 (the “Stock Transfer Agreement”).

The description of the terms and conditions of the Purchase Agreement, the Certificate of Designations, the Purchased Warrants, the Investor Rights Agreement, the Registration Rights Agreement and the Stock Transfer Agreement (together, the “Transaction Documents”) set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement attached hereto as Exhibit B, the Certificate of Designations attached hereto as Exhibit C, the Warrant to Purchase Shares of Common Stock of Issuer attached hereto as Exhibit D, the Investor Rights Agreement attached hereto as Exhibit E, the Registration Rights Agreement attached hereto as Exhibit F and the Stock Transfer Agreement attached hereto as Exhibit G, each of which is hereby incorporated by reference into this Item 4.

The Reporting Persons intend to review Starr’s investment in the Issuer on a continuing basis and may exercise Starr’s rights described above or engage in discussions with the Issuer’s management or board of directors, or other relevant parties, concerning the Issuer’s business, operations, governance, management, strategy and future plans. In addition to obtaining the rights described above by entering into the Transaction Documents, Starr entered into the Transactions for general investment purposes. Whether in connection with the rights described above or for general investment purposes, the Reporting Persons, depending on various factors (including, without limitation, the Issuer’s financial position, price levels of the Common Stock, other available investment opportunities, and conditions in the securities market, the Issuer’s industry or the economy generally), may in the future take such actions with respect to Starr’s investment in the Issuer as the Reporting Persons deem appropriate, including (in each case subject to the terms of the Transaction Documents, if applicable) selling some or all of the shares of Series A Preferred Stock and/or Common Stock owned by them, purchasing additional outstanding shares of the Issuer’s equity securities (or rights thereto) or seeking to purchase additional shares of the Issuer’s equity securities (or rights thereto) from the Issuer and/or otherwise changing their intentions with respect to any and all matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Except as set forth herein, neither the Reporting Persons nor, to the best knowledge of the Reporting Persons, any individual named in Annex A have present plans or proposals which would relate to or result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) The following disclosure assumes that there are 23,917,413 shares of Common Stock of the Issuer issued and outstanding, which figure is disclosed on the Issuer’s Form 10-Q for the quarterly period ended September 30, 2009, filed November 16, 2009.

As of the date hereof, Starr may be deemed to beneficially own in the aggregate 4,695,455 shares of Common Stock of the Issuer, which figure represents approximately 16.5% of the issued and outstanding shares of Common Stock and consists of 3,000,000 shares of Common Stock issuable upon the conversion of the Purchased Shares, 1,545,455 shares of Common Stock issuable upon the exercise of the Purchased Warrants and 150,000 shares of Common Stock.

Starr International Cayman, by virtue of being the sole stockholder of Starr, may be deemed to beneficially own the shares of Issuer beneficially owned by Starr.

Starr International Investments, by virtue of being the sole stockholder of Starr International Cayman, may be deemed to beneficially own the shares of Issuer beneficially owned by Starr International Cayman.

Starr International, by virtue of being the sole stockholder of Starr International Investments, may be deemed to beneficially own the shares of Issuer beneficially owned by Starr International Investments.

Pursuant to an Investment Management Agreement, effective January 1, 2008, C. V. Starr has shared power to vote on and direct the disposition of the shares of Issuer held by Starr International and may, by virtue of this relationship, be deemed to beneficially own shares of Issuer beneficially owned by Starr International.

Mr. Greenberg owns 26.37% of the common stock of C. V. Starr directly. By virtue of Mr. Greenberg’s voting power in C. V. Starr and his position as a Director, Chairman and Chief Executive Officer of C. V. Starr, Mr. Greenberg may be deemed to have or share voting or dispositive power over

the shares of Issuer that are beneficially owned by C. V. Starr. Mr. Greenberg disclaims beneficial ownership of the shares of the Issuer beneficially owned by C. V. Starr.

To the best knowledge of the Reporting Persons, none of the individuals named in Annex A beneficially owns any shares of the Common Stock of Issuer.

(b) Each of the Reporting Persons have shared power to vote or direct the vote and shared power to dispose of or direct the disposition of, in the aggregate, 4,695,455 shares of Common Stock of the Issuer. To the best knowledge of the Reporting Persons, none of the individuals named in Annex A beneficially owns any shares of the Common Stock of Issuer.

(c) Except as set forth in Items 3 and 4 of this Schedule 13D, both of which are hereby incorporated by reference into this Item 5(c) in their entirety, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the individuals named in Annex A has engaged in any transaction during the past 60 days in any shares of the Common Stock.

(d) – (e) Inapplicable.

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER.

There are no contracts, arrangements, understandings or relationships with respect to securities of the Issuer other than as set forth in Items 3 and 4 of this Schedule 13D both of which are hereby incorporated by reference into this Item 6 in their entirety.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit A	Joint Filing Agreement, dated as of February 4, 2010, by and among Starr Investments Cayman II, Inc., Starr International Cayman Inc., Starr International Investments Ltd., Starr International Company, Inc., C. V. Starr & Co., Inc. and Maurice R. Greenberg

Exhibit B	Securities Purchase Agreement, dated January 12, 2010, by and among Starr Investments Cayman II, Inc., ChinaMediaExpress Holdings, Inc. and certain subsidiaries and stockholders of China MediaExpress Holdings, Inc.

Exhibit C	Certificate of Designations of Series A Preferred Stock, par value $0.001 per share, of China MediaExpress Holdings, Inc.

Exhibit D	Warrant to Purchase Shares of Common Stock of China MediaExpress Holdings, Inc.

Exhibit E	Investor Rights Agreement, dated as of January 28, 2010, by and among Starr Investments Cayman II, Inc., China MediaExpress Holdings, Inc. and certain stockholders of China MediaExpress Holdings, Inc.

Exhibit F	Registration Rights Agreement, dated January 28, 2010, by and among Starr Investments Cayman II, Inc. and China MediaExpress Holdings, Inc.

Exhibit G	Stock Transfer Agreement, dated January 28, 2010, by and among Starr Investments Cayman II, Inc. and certain stockholders of China MediaExpress Holdings, Inc.

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 8 , 2010	STARR INVESTMENTS CAYMAN II, INC.


	By:	/s/ Michael J. Horvath
		Michael J. Horvath
		Director


	STARR INTERNATIONAL CAYMAN, INC.


	By:	/s/ Michael J. Horvath
		Michael J. Horvath
		Director


	STARR INTERNATIONAL INVESTMENTS LTD.


	By:	/s/ Stuart Osborne
		Stuart Osborne
		Director, Controller and Vice President


	STARR INTERNATIONAL COMPANY, INC.


	By:	/s/ Stuart Osborne
		Stuart Osborne
		Vice President and Treasurer


	C. V. STARR & CO., INC.


	By:	/s/ Michael J. Horvath
		Michael J. Horvath
		Secretary


	MAURICE R. GREENBERG


	By:	/s/ Maurice R. Greenberg

ANNEX A

Starr Investments Cayman II, Inc. (“Starr”)

Name and Address	Office	Principal Occupation
Bertil P.H. Lundqvist 399 Park Avenue, 17th Floor, New York, NY 10022	Director	Director, Executive Vice President, and General Counsel, C. V. Starr & Co., Inc.

Joseph C.H. Johnson (Bermuda) Bermuda Commercial Bank Building, 19 Par la Ville Road, 5th Floor, Hamilton, Bermuda HM11	Director	President and Director, Starr International Company Inc.

Michael J. Horvath 399 Park Avenue, 17th Floor, New York, NY 10022	Director	Secretary and Associate Counsel, C. V. Starr & Co., Inc.

Stuart Osborne (United Kingdom) Baarerstrasse 101, CH 6300, Zug, Switzerland	Director	Vice President and Treasurer, Starr International Company, Inc.

Howard I. Smith 399 Park Avenue, 17th Floor, New York, NY 10022	Director	Vice Chairman- Finance and Director, C. V. Starr & Co., Inc.

Starr International Cayman, Inc. (“Starr International Cayman”)

Name and Address	Office	Principal Occupation
Bertil P.H. Lundqvist 399 Park Avenue, 17th Floor, New York, NY 10022	Director	Director, Executive Vice President, and General Counsel, C. V. Starr & Co., Inc.

Joseph C.H. Johnson (Bermuda) Bermuda Commercial Bank Building, 19 Par la Ville Road, 5th Floor, Hamilton, Bermuda HM11	Director	President and Director, Starr International Company, Inc.

Michael J. Horvath 399 Park Avenue, 17th Floor, New York, NY 10022	Director	Secretary and Associate Counsel, C. V. Starr & Co., Inc.

Stuart Osborne (United Kingdom) Baarerstrasse 101, CH 6300, Zug, Switzerland	Director	Vice President and Treasurer, Starr International Company, Inc.

Name and Address	Office	Principal Occupation
Howard I. Smith 399 Park Avenue, 17th Floor, New York, NY 10022	Director	Vice Chairman- Finance and Director, C. V. Starr & Co., Inc.

Starr International Investments Ltd. (“Starr International Investments”)

Name and Address	Office	Principal Occupation
Michael J. Horvath 399 Park Avenue, 17th Floor, New York, NY 10022	Assistant Secretary	Secretary and Associate Counsel, C. V. Starr & Co., Inc.

Stuart Osborne (United Kingdom) Baarerstrasse 101, CH 6300, Zug, Switzerland	Controller, Director and Vice President	Vice President and Treasurer, Starr International Company Inc.

Joseph C.H. Johnson (Bermuda) Bermuda Commercial Bank Building 19 Par la Ville Road, 5th Floor, Hamilton Bermuda HM11	President and Director	President and Director, Starr International Company, Inc.

Starr International Company, Inc. (“Starr International”)

Name and Address	Office	Principal Occupation
Maurice R. Greenberg 399 Park Avenue, 17th Floor, New York, NY 10022	Chairman, Managing Director and Director	Chairman, Chief Executive Officer, and Director, C. V. Starr & Co., Inc.; Chairman, Managing Director and Director, Starr International Company, Inc.

Edward E. Matthews 399 Park Avenue, 17th Floor, New York, NY 10022	Vice Chairman and Director	President and Director, C. V. Starr & Co., Inc.; Vice Chairman and Director, Starr International Company Inc.

Joseph C.H. Johnson (Bermuda) Bermuda Commercial Bank Building 19 Par la Ville Road, 5th Floor, Hamilton Bermuda HM11	President and Director	President and Director, Starr International Company, Inc.

Stuart Osborne (United Kingdom) Baarerstrasse 101, CH 6300, Zug, Switzerland	Vice President and Treasurer	Vice President and Treasurer, Starr International Company, Inc.

Margaret Barnes (United Kingdom and Canada) Baaerstrasse 101, CH 6300, Zug, Switzerland	Vice President, Controller, and Assistant Secretary	Vice President, Controller, and Assistant Secretary, Starr International Company, Inc.

Bertil P.H. Lundqvist 399 Park Avenue, 17th Floor, New York, NY 10022	Director	Director, Executive Vice President, and General Counsel, C. V. Starr & Co., Inc.

Howard I. Smith 399 Park Avenue, 17th Floor, New York, NY 10022	Director	Vice Chairman- Finance and Director, C. V. Starr & Co., Inc.

Name and Address	Office	Principal Occupation
Cesar Cabreza Zalamea (Republic of the Phillippines) Suite 1405-7 14/F, Two Exchange Square, 8 Connaught Place, Central, Hong Kong	Director	President and Chief Executive Officer, Starr International Company (Asia), Inc.

Houghton Freeman 499 Taber Hill Road Stowe, VT 05672	Director	Retired.

John Joseph Roberts 210 East 65th St., Apt. 14J New York, NY 10065-6670	Director	Retired

Lawrence Scott Greenberg 399 Park Avenue, 17th Floor, New York, NY 10022	Director	Executive Vice President and Director, C. V. Starr & Co., Inc.

C. V. Starr & Co., Inc. (“C. V. Starr”)

Name and Address	Office	Principal Occupation
Maurice R. Greenberg 399 Park Avenue, 17th Floor, New York, NY 10022	Chairman, Chief Executive Officer and Director	Chairman, Chief Executive Officer, and Director, C. V. Starr & Co., Inc.; Chairman, Managing Director and Director, Starr International Company, Inc.

Edward E. Matthews 399 Park Avenue, 17th Floor, New York, NY 10022	President and Director	President and Director, C. V. Starr & Co., Inc.; Vice Chairman and Director, Starr International Company, Inc.

Lawrence Scott Greenberg 399 Park Avenue, 17th Floor, New York, NY 10022	Executive Vice President and Director	Executive Vice President and Director, C. V. Starr & Co., Inc.

Bertil P.H. Lundqvist 399 Park Avenue, 17th Floor, New York, NY 10022	Executive Vice President, General Counsel and Director	Executive Vice President, General Counsel and Director, C. V. Starr & Co., Inc.

Honora Keane 399 Park Avenue, 17th Floor, New York, NY 10022	Senior Counsel and Vice President	Senior Counsel and Vice President, C. V. Starr & Co., Inc.

Michael J. Horvath 399 Park Avenue, 17th Floor, New York, NY 10022	Secretary and Associate Counsel	Secretary and Associate Counsel, C. V. Starr & Co., Inc.

Howard I. Smith 399 Park Avenue, 17th Floor, New York, NY 10022	Vice Chairman- Finance and Director	Vice Chairman- Finance and Director, C. V. Starr & Co., Inc.

Name and Address	Office	Principal Occupation
Houghton Freeman 499 Taber Hill Roa Stowe, VT 05672	Honorary Vice Chairman	Retired

John Joseph Roberts 210 East 65th St., Apt. 14J New York, NY 10065-6670	Honorary Vice Chairman	Retired

EX-99 2 exhibit_a.htm EXHIBIT A - JOINT FILING AGREEMENT exhibit_a.htm

EXHIBIT A

JOINT FILING AGREEMENT

This will confirm the agreement by and between the undersigned that the statement on Schedule 13D (the “Schedule 13D”) filed on or about this date with respect to Common Stock of China MediaExpress Holdings, Inc., a Delaware corporation, is being filed on behalf of the entities listed below. Each of the entities listed hereby acknowledges that pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each person on whose behalf the Schedule 13D is filed is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein, and that such person is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Dated: February 8 , 2010	STARR INVESTMENTS CAYMAN II, INC.


	By:	/s/ Michael J. Horvath
		Michael J. Horvath
		Director


	STARR INTERNATIONAL CAYMAN, INC.


	By:	/s/ Michael J. Horvath
		Michael J. Horvath
		Director


	STARR INTERNATIONAL INVESTMENTS LTD.


	By:	/s/ Stuart Osborne
		Stuart Osborne
		Director, Controller and Vice President


	STARR INTERNATIONAL COMPANY, INC.


	By:	/s/ Stuart Osborne
		Stuart Osborne
		Vice President and Treasurer


	C. V. STARR & CO., INC.


	By:	/s/ Michael J. Horvath
		Michael J. Horvath
		Secretary

	MAURICE R. GREENBERG


	By:	/s/ Maurice R. Greenberg

EX-99 3 exhibit_b.htm EXHIBIT B - SECURITIES PURCHASE AGREEMENT exhibit_b.htm

EXHIBIT B

SECURITIES PURCHASE AGREEMENT

by and among

China MediaExpress Holdings, Inc.,

Fujian Zongheng Express Information Technology, Ltd.,

Fujian Fenzhong Media Co., Ltd.

Mr. Zheng Cheng,

Mr. Ou Wen Lin,

Mr. Qingping Lin,

Thousand Space Holdings Limited,

Bright Elite Management Limited,

and

Starr Investments Cayman II, Inc.

January 12, 2010

TABLE OF CONTENTS

			Page

1.	Definitions		2
2.	Purchase and Sale		8
3.	Closing		8
4.	Representations and Warranties of the Company		8
	4.1	Organization, Good Standing and Qualification	8
	4.2	Authorization; Enforceable Agreement	9
	4.3	No Conflict	9
	4.4	Governmental Consents	10
	4.5	Permits and Licenses	10
	4.6	Capital Structure	10
	4.7	Valid Issuance of Common Stock and Preferred Stock	11
	4.8	Financial Statements	12
	4.9	Absence of Certain Changes or Events	12
	4.10	Compliance with Laws	13
	4.11	Title	13
	4.12	Litigation	14
	4.13	Intellectual Property	14
	4.14	Material Contracts	15
	4.15	Insurance	17
	4.16	Taxes	17
	4.17	Subsidiaries	18
	4.18	Employment Matters	19
	4.19	Environmental Matters	20
	4.20	Customers and Suppliers	20
	4.21	Transactions With Affiliates and Employees	20
	4.22	Money Laundering Laws	21
	4.23	Foreign Corrupt Practices Act	21
	4.24	Economics Sanctions Laws	21
	4.25	Additional PRC Representations and Warranties	22
	4.26	No Material Adverse Effect	23
	4.27	Registration Rights	23
	4.28	Reports	23
	4.29	Investment Company Act	24
	4.30	Brokers’ Fees and Expenses	24
	4.31	AMEX	24
	4.32	Application of Takeover Protections	25
	4.33	No Integrated Offering	25
	4.34	Internal Accounting and Disclosure Controls	25
	4.35	Off Balance Sheet Arrangements	25
	4.36	Sarbanes-Oxley Act of 2002	25
	4.37	Transfer Taxes	26

	4.38	Manipulation of Price	26
	4.39	Anti-dilution Provisions	26
	4.40	General Solicitation	26
	4.41	Waiver of Section 203	27
	4.42	Disclosure	27
5.	Representations and Warranties of the Sponsor Shareholders		27
	5.1	Organization	27
	5.2	Authorization; Enforceability	27
	5.3	No Default or Violation	27
	5.4	Governmental Consents	28
	5.5	Good Title	28
	5.6	Foreign Corrupt Practices Act	28
6.	Representations and Warranties of the Investor		29
	6.1	Organization	29
	6.2	Authorization; Enforceability	29
	6.3	No Default or Violation	29
	6.4	Governmental Consents	29
	6.5	Private Placement	30
7.	Conditions to the Investor’s Obligations at Closing		30
	7.1	Representations and Warranties	30
	7.2	Covenants	30
	7.3	Share Transfer	30
	7.4	No Material Adverse Effect	31
	7.5	FCPA Compliance	31
	7.6	Accounting Firm Engagement	31
	7.7	Legal Counsel Engagement	31
	7.8	Series A Certificate of Designations and Bylaws	31
	7.9	AMEX Registration	31
	7.10	Ancillary Agreements	31
	7.11	Legal Opinions	31
	7.12	Expenses	32
	7.13	Board of Directors	32
	7.14	Purchased Shares; Warrants	32
8.	Conditions to the Company’s Obligations at Closing		32
	8.1	Representations and Warranties	32
	8.2	Purchase Price	32
	8.3	Ancillary Agreements	32
	8.4	AMEX Registration.	33
9.	Covenants		33
	9.1	Asset and IP Transfer	33
	9.2	VIE Restructuring	33
	9.3	SARFT Approval	33
	9.4	FCPA Compliance	33
	9.5	Listing	34
	9.6	Director Appointment	34
	9.7	Business Development	34

	9.8	Compliance	34
	9.9	Use of Proceeds	34
	9.10	Transfer Taxes	34
	9.11	Share Transfer	34
	9.12	Confidentiality; Public Disclosure	34
	9.13	Further Assurances	35
10.	Indemnification		35
	10.1	Survival	35
	10.2	Company Indemnification Obligation	35
	10.3	Sponsor Shareholders Indemnification Obligation	36
	10.4	Limitation on Indemnification	36
	10.5	Conduct of Claims	37
11.	Miscellaneous		38
	11.1	Governing Law	38
	11.2	Jurisdiction; Enforcement	38
	11.3	Termination	39
	11.4	Successors and Assigns	39
	11.5	No Third-Party Beneficiaries	39
	11.6	No Personal Liability of Directors, Officers, Owners, Etc	39
	11.7	Entire Agreement	40
	11.8	Notices	40
	11.9	Delays or Omissions	41
	11.10	Expenses	41
	11.11	Amendments and Waivers	41
	11.12	Counterparts	41
	11.13	Severability	41
	11.14	Titles and Subtitles; Interpretation	42

EXHIBITS

Exhibit A – Form of Series A Certificate of Designations

Exhibit B – Form of Registration Rights Agreement

Exhibit C – Form of Investor Rights Agreement

Exhibit D – Form of Warrant

Exhibit E – Form of Legal Opinion of Hankun Law Office

Exhibit F – Form of Legal Opinion of Loeb & Loeb LLP

Exhibit G – Form of Legal Opinion of Morris, Nichols, Arsht & Tunnell

Exhibit H – Form of Legal Opinion of Gallant Y.T. Ho & Co.

Exhibit I – Disclosure Letter

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated January 12, 2010, by and among China MediaExpress Holdings, Inc., a Delaware corporation (the “Company”), Fujian Zongheng Express Information Technology, Ltd. a limited liability company established in the PRC and a wholly-owned Subsidiary of the Company (the “WFOE”), Zheng Cheng, a citizen of the People’s Republic of China (the “PRC”, or “China”), identification number 350103197103110058, Ou Wen Lin, a citizen of the Republic of Philippines, passport number G15042722, and Qingping Lin, a citizen of the PRC, identification number 350127194911134311, Fujian Fenzhong Media Co., Ltd., a limited liability company operating in the media business established in the PRC (the “PRCCo”), controlled by the WFOE through contractual agreements and arrangements, Thousand Space Holding Limited, a company organized under the laws of the British Virgin Islands (“Thousand”), and Bright Elite Management Limited, a company organized under the laws of the British Virgin Islands (“Bright”) and Starr Investments Cayman II, Inc., a company organized with limited liability under the laws of the Cayman Islands (the “Investor”). Each of the Company and its Subsidiaries (as defined below), Zheng Cheng, Ou Wen Lin, Qingping Lin, Thousand and Bright is sometimes individually referred to herein as a “Company Party,” and collectively as the “Company Parties” and each of Zheng Cheng, Ou Wen Lin, Qingping Lin, Thousand and Bright, is sometimes individually referred to herein as a “Sponsor Shareholder” and collectively as the “Sponsor Shareholders.” Each of the Parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Section 1 hereof.

WHEREAS, on the terms and conditions set forth in this Agreement, the Company desires to sell, and the Investor desires to purchase, (i) one million (1,000,000) shares of the Company’s Series A Convertible Preferred Stock, par value US$0.001 per share (the “Series A Preferred Stock”) and (ii) 1,545,455 warrants each entitling the Investor to purchase one share of Common Stock at US$6.47 (the “Purchased Warrants,” and such sale and purchase, collectively, the “Securities Purchase”);

WHEREAS, in connection with the Transactions, the Company, the Sponsor Shareholders and the Investor desire to make certain representations and warranties and enter into certain agreements; and

WHEREAS, in connection with the Transactions, the Parties hereto will execute and deliver, as applicable, among other things (i) a registration rights agreement in the form attached as Exhibit B (the “Registration Rights Agreement”); (ii) an investor rights agreement in the form attached as Exhibit C (the “Investor Rights Agreement”) and (iii) a warrant in the form attached as Exhibit D (the “Warrant”) and the Company will adopt a certificate of designations setting forth the rights and preferences of the Series A Preferred Stock in the form attached as Exhibit A (the “Series A Certificate of Designations”).

NOW THEREFORE, in consideration of the foregoing and the representations, warranties and agreements set forth in this Agreement, and intending to be legally bound by this Agreement, the Parties agree as follows:

1. Definitions. As used in this Agreement, the following terms shall have the respective meanings set forth in this Section 1:

“Action” shall have the meaning set forth in Section 4.12.

“Affiliate” of any Person shall mean any other Person directly or indirectly controlling or controlled by or under common control with such Person. For purposes of this definition, “control” when used with respect to any Person has the meaning specified in Rule 12b-2 under the Exchange Act (including SEC and judicial interpretations thereof); and the terms “controlling” and “controlled” shall have meanings correlative to the foregoing.

“Agreement” shall have the meaning set forth in the preamble to this Agreement.

“AMEX” shall mean the NYSE Amex LLC.

“Board” means the Board of Directors of the Company.

“Bright” shall have the meaning set forth in the preamble to this Agreement.

“Business Day” means a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is not a day on which banking institutions in New York, New York or in Beijing, the PRC generally are authorized or obligated by law, regulation or executive order to close.

“Bylaws” shall have the meaning set forth in Section 4.1.

“Certificate of Incorporation” shall have the meaning set forth in Section 4.1.

“Closing” shall have the meaning set forth in Section 3.

“Closing Date” shall have the meaning set forth in Section 3.

“Code” shall mean the Internal Revenue Code of 1986, together with all regulations, rulings and interpretations thereof or thereunder by the Internal Revenue Service.

“Common Stock” shall mean the common stock, par value $0.001 per share, of the Company.

“Company” shall have the meaning set forth in the preamble of this Agreement.

“Company Party” or “Company Parties” shall have the meaning set forth in the preamble to this Agreement.

“Contract” shall mean a contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument.

“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder.

“FINRA” shall have the meaning set forth in Section 4.3.

“Governmental Authority” shall mean any foreign governmental authority, the United States of America, any state of the United States and any political subdivision of any of the foregoing, and any agency, instrumentality, department, commission, board, bureau, central bank, authority, court or other tribunal, in each case whether executive, legislative, judicial, regulatory or administrative.

“In-Bound Licenses” shall have the meaning set forth in Section 4.13.

“Indebtedness” shall mean, as to any Person, without duplication: (i) all indebtedness (including principal, interest, fees and charges) of such Person for borrowed money or for the deferred purchase price of Property or services; (ii) any other indebtedness that is evidenced by a promissory note, bond, debenture or similar instrument; (iii) any obligation under or in respect of outstanding letters of credit, acceptances and similar obligations created for the account of such Person; (iv) all capital lease obligations of such Person; (v) all indebtedness, liabilities, and obligations secured by any Lien on any Property owned by such Person even though such Person has not assumed or has not otherwise become liable for the payment of any such indebtedness, liabilities or obligations secured by such Lien; (vi) any obligation under or in respect of hedging agreements and (vii) any guarantees of the foregoing liabilities and synthetic liabilities of such Person.

“Investor” shall have the meaning set forth in the preamble to this Agreement.

“Investor Rights Agreement” shall have the meaning set forth in the recitals of this Agreement.

“Intellectual Property” shall mean all tangible and intangible intellectual property, including: (i) discoveries and inventions, patents, patent applications (either filed or in preparation for filing) and statutory invention registrations (including reissues, divisions, continuations, continuations in part, extensions and reexaminations thereof) and all rights therein and all improvements thereto; (ii) trademarks, service marks, trade names, slogans, logos, trade dress, corporate names and other source identifiers (whether or not registered), including all common law rights, and registrations and applications for registration thereof and all rights therein and all renewals of any of the foregoing; (iii) copyrightable works, copyrights (whether or not registered) and copyright registrations and applications for registration therefor, derivative work and all rights therein and all extensions and renewals of any of the foregoing; (iv) electronic addresses and passwords, domain names and registrations and applications or reservations for registration thereof, and any similar rights and all content embodied in all websites and web pages found at such uniform resource locators; (v) Software; (vi) confidential and proprietary information, trade secrets, know-how, models, algorithms, processes, formulas, and techniques, research and development information, ideas, technical data, designs, drawings and specifications; (vii) advertising and promotional materials; (viii) rights under all Contracts under which intellectual property rights were granted to any Person by a third party, or to a third party by any Person; (ix) modifications or improvements to any item described in the immediately preceding clauses (i) through (viii); (x) copies and tangible embodiments of any item described in the immediately preceding clauses (i) through (ix); and (xi) other proprietary rights relating to any item described in the immediately preceding clauses (i) through (x), including associated goodwill, remedies against past and future infringements thereof and rights of protection of an interest therein under the laws of all jurisdictions.

“Knowledge” of the Company shall mean the actual knowledge of any of Zheng Cheng, Chunlan Bian, Qingping Lin, Ou Wen Lin, or any executive officers of the Company or any of its Subsidiaries or members of the board of directors of the Company or any of its Subsidiaries.

“Laws” shall have the meaning set forth in Section 4.10.

“Lien” shall mean any mortgage, pledge, charge, encumbrance, security interest, collateral assignment or other lien or restriction of any kind, whether based on common law, constitutional provision, statute or contract, and shall include reservations, exceptions, encroachments, easements, rights of way, covenants, conditions, restrictions, leases and other title exceptions.

“Material Adverse Effect” shall mean any circumstance, change, development, occurrence or effect, on the Company or any of its Subsidiaries, that, individually or in the

aggregate with any other circumstance, change, development, occurrence or effect on the Company or any of its Subsidiaries, is or could reasonably be expected to be materially adverse to the business, operations, assets or liabilities (including contingent liabilities), employee relationships, customer or supplier relationships, continuing results of operations or financial condition of the Company and its Subsidiaries, taken as a whole.

“Material Permits” shall mean all Permits other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.

“Out-Bound Licenses” shall have the meaning set forth in Section 4.13.

“PRCCo” shall have the meaning set forth in the preamble to this Agreement.

“Party” or “Parties” shall have the meaning set forth in the preamble to this Agreement.

“Performance Adjustment Amount” shall have the meaning set forth in the Investor Rights Agreement.

“Person” shall mean any individual, association, partnership, limited liability company, joint venture, corporation, trust, unincorporated organization, Governmental Authority or any other form of entity.

“Permits” shall mean all governmental franchises, licenses, permits, authorizations and approvals necessary to enable a Person to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted.

“Permitted Lien” shall mean (a) any restriction on transfer arising under applicable securities law; (b) any Liens for Taxes not yet due or delinquent or being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with U.S. GAAP; (c) any statutory Liens arising in the ordinary course of business by operation of Law with respect to a liability that is not yet due and delinquent and which are not, individually or in the aggregate, significant; (d) zoning, entitlement, building and other land use regulations imposed by governmental agencies having jurisdiction over the Real Property which are not violated by the current use and operation of the Real Property; (e) covenants, conditions, restrictions, easements and other similar matters of record affecting title to the Real Property which do not materially impair the occupancy or use of the Real Property for the purposes for which it is currently used or proposed to be used in connection with the such relevant Person’s business; (f) Liens identified on title policies, title opinions or preliminary title

reports or other documents or writings included in the public records; (g) Liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation; (h) Liens of lessors and licensors arising under lease agreements or license arrangements; and (i) those Liens set forth in the Disclosure Letter.

“Purchased Shares” shall have the meaning set forth in Section 2.

“Put Price” shall have the meaning set forth in the Investor Rights Agreement.

“Property” shall mean any interest in any kind of property or asset, whether real, personal or mixed, tangible or intangible.

“Purchase Price” shall have the meaning set forth in Section 2.

“Real Property” shall have the meaning set forth in Section 4.11.

“Real Estate Leases” shall have the meaning set forth in Section 4.11.

“Registration Rights Agreement” shall have the meaning set forth in the recitals of this Agreement.

“SEC” shall mean the U.S. Securities and Exchange Commission or any other U.S. federal agency then administering the Securities Act or Exchange Act.

“SEC Documents” shall mean the Company’s reports and forms filed with or furnished to the SEC under Sections 12, 13, 14 or 15(d) of the Exchange Act after June 18, 2007 and before the date of this Agreement.

“Securities Act” shall mean the U.S. Securities Act of 1933, as amended, and the rules and regulations of the SEC thereunder.

“Series A Certificate of Designations” shall have the meaning set forth in the recitals to this Agreement.

“Series A Preferred Stock” shall have the meaning set forth in the recitals to this Agreement.

“Sponsor Shareholder” or “Sponsor Shareholders” shall have the meaning set forth in the preamble to this Agreement.

“Stock Purchase” shall have the meaning set forth in the recitals to this Agreement.

“Structure Agreements” shall mean, collectively, the Contracts which were executed and delivered to enable the Company to effect control over and consolidate with its financial statements, each of its Subsidiaries (including the PRCCo).

“Subsidiary” of any Person shall mean any corporation, partnership, joint venture, limited liability company, trust, variable interest entity or other entity controlled by such Person directly or indirectly through one or more intermediaries. For the avoidance of doubt, the Subsidiaries of the Company shall include, without limitation, the HKCo, the WFOE and the PRCCo.

“Tangible Personal Property” shall have the meaning set forth in Section 4.11.

“Tax” shall mean all forms of taxation, whenever created or imposed, and whether of the United States or elsewhere, and whether imposed by a local, municipal, governmental, state, foreign, federal or other Governmental Authority, or in connection with any agreement with respect to Taxes, including all interest, penalties and additions imposed with respect to such amounts.

“Tax Return” shall mean all federal, state, local, provincial and foreign Tax returns, declarations, statements, reports, schedules, forms and information returns and any amended Tax return relating to Taxes

“Thousand” shall have the meaning set forth in the preamble to this Agreement.

“Transactions” shall mean the transactions contemplated by this Agreement, including, without limitation, the Securities Purchase, the Share Transfer and the transactions contemplated by the Investor Rights Agreement and the Registration Rights Agreement.

“Transaction Documents” shall mean this Agreement, the Investor Rights Agreement, the Series A Certificate of Designations and the Registration Rights Agreement.

“United States” shall mean the United States of America.

“U.S. GAAP” shall mean United States generally accepted accounting principles, as in effect from time to time, applied on a consistent basis.

“US$” shall mean U.S. Dollars, the lawful currency of the United States of America.

“Voting Company Debt” shall have the meaning set forth in Section 4.6.

“WFOE” shall have the meaning set forth in the preamble to this Agreement.

2. Purchase and Sale. Subject to the terms and conditions set forth in this Agreement, on the Closing Date (as defined below), the Company will issue, sell and deliver to the Investor, and the Investor will purchase from the Company, (i) one million (1,000,000) shares of Series A Preferred Stock (the “Purchased Shares”) and (ii) the Purchased Warrants, at an aggregate purchase price of US$30,000,000 in cash (the “Purchase Price”) to be paid in full to the Company on the Closing Date.

3. Closing. The consummation of the Transactions (the “Closing”) shall take place on the fifth (5th) Business Day following the satisfaction or waiver of the conditions of the obligations of the parties set forth in Sections 7 and 8 (other than such conditions as can only be satisfied contemporaneous with the Closing) or at such time (the “Closing Date”) and place as the Company and the Investor shall mutually agree. At the Closing, the Investor shall pay the Purchase Price by wire transfer of immediately available funds to an account designated by the Company in advance of the Closing Date. The Company shall, within seven (7) Business Days after the Closing, deliver to the Investor certificates representing the Purchased Shares and the Purchased Warrants.

4. Representations and Warranties of the Company. Each of the Company and the Sponsor Shareholders jointly and severally represents and warrants to the Investors as of the date of this Agreement, or if a representation or warranty is made as of a special date, as of such date, that:

4.1 Organization, Good Standing and Qualification. Each of the Company and its Subsidiaries is duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation and is duly qualified to do business in each of the jurisdictions in which the property owned, leased or operated by it or the nature of the business which it conducts requires qualification, except where the failure to so would not result in a Material Adverse Effect. Except as disclosed in Section 4.1 of the disclosure letter attached hereto as Exhibit I (the “Disclosure Letter”), each of the Company and its Subsidiaries (i) has all requisite power and authority to own, lease and operate its tangible assets and properties and to carry on its business as now being conducted and (ii) has no encumbrance in obtaining any Permits to conduct its business as required by PRC Law. The Company has delivered to the Investor true and complete copies of its Amended and Restated Certificate of Incorporation (the

“Certificate of Incorporation”) and Bylaws (the “Bylaws”), each as in effect as of the date of this Agreement.

4.2 Authorization; Enforceable Agreement.

(a) The Company has all necessary corporate right, power and authority and has taken all necessary corporate action on the part of the Company, its officers, directors, and shareholders necessary for the authorization, execution, and delivery of this Agreement, the Registration Rights Agreement and the Investor Rights Agreement, the performance of all obligations of the Company under this Agreement, the Registration Rights Agreement and the Investor Rights Agreement, the filing of the Series A Certificate of Designations with the Secretary of State of the State of Delaware, and the authorization, issuance, sale, delivery and registration of transfer of (i) the Purchased Shares and Purchased Warrants being sold hereunder; (ii) any shares of Common Stock to be issued to the Investor upon the conversion of the Purchased Shares and (iii) any shares of Common Stock to be issued pursuant to the Investor’s exercise of any Purchased Warrants. The issuance of the Purchased Shares and the Purchased Warrant does not require any further corporate action and is not subject to any preemptive right or rights of first refusal under the Company’s Certificate of Incorporation, Bylaws or any other agreement or contract to which the Company is a party. This Agreement has been and each of the Registration Rights Agreement and the Investor Rights Agreement will at Closing be duly executed and delivered, and assuming due authorization, execution and delivery by the Investor and the other parties thereto, constitutes and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, moratorium or other similar legal requirement relating to or affecting creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

(b) On or prior to the date of this Agreement, the Board has duly adopted resolutions (i) evidencing its determination that as of the date of this Agreement this Agreement and the transactions contemplated hereby are in the best interests of the Company, (ii) approving this Agreement, the Registration Rights Agreement, the Investor Rights Agreement and the transactions contemplated hereby and thereby, (iii) declaring this Agreement and the issuance and sale of the Purchased Shares and the Purchased Warrants (including the shares of Common Stock issuable on the exercise thereof) advisable, and (iv) adopting the Series A Certificate of Designations.

4.3 No Conflict. Except as disclosed in Section 4.3 of the Disclosure Letter, none of the Company, nor any of its Subsidiaries is in violation or default of any provision of its certificate of incorporation, bylaws or other constitutional documents. The authorization, execution, delivery and performance by the Company of this Agreement, the Registration Rights Agreement and the Investor Rights Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby, including without limitation the filing of the Series A Certificate of Designations and the issuance of the Purchased Shares do not

and will not: (a) violate, conflict with or result in the breach of any provision of the certificate of incorporation and bylaws of the Company or any of its Subsidiaries; or (b) with such exceptions that would not have a Material Adverse Effect, whether after the giving of notice or the lapse of time or both: (i) violate any provision of, constitute a breach of, or default under, or result in or permit the cancellation, termination or acceleration of any decree, judgment, order, law, treaty, rule, regulation or determination of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or its properties or assets; (ii) violate any provision of, constitute a breach of, or default under, any applicable state, federal or local law, rule or regulation; (iii) result in the creation of any Lien upon any assets of the Company or any of its Subsidiaries or the suspension, revocation, material impairment, forfeiture or non-renewal of any franchise, permit, license or other right granted by a governmental authority to the Company or any of its Subsidiaries, (iv) violate the terms of any bond, debenture, indenture, credit agreement, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, lease, mortgage, deed of trust or other instrument to which the Company or any of its Subsidiaries is a party, by which the Company or any of its Subsidiaries is bound, or to which any of the properties or assets of the Company or any of its Subsidiaries is subject, (v) violate the terms of any “lock-up” or similar provision of any underwriting or similar agreement to which the Company or any of its Subsidiaries is a party or (vi) violate any rule or regulation of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or AMEX (provided, with respect to the representation and warranty made regarding the rules or regulations of AMEX as of the date hereof only, that AMEX approves the listing of the shares of Common Stock issuable upon conversion of the Purchased Shares or exercise of the Purchased Warrants and the Transferred Shares).

4.4 Governmental Consents. No consent, approval, license or authorization of, or designation, declaration, or filing with, any federal, state, or local governmental authority on the part of the Investor is required in connection with the consummation of the Transactions, except for the following: (i) the filing of the Series A Certificate of Designations with the Secretary of State of the State of Delaware; (ii) those which have already been made or granted; (iii) the filing of a current report on form 8-K with the SEC; (iv) filings with applicable state securities commissions; (v) the listing of the shares of Common Stock issuable upon conversion of the Purchased Shares or exercise of the Purchased Warrants and the Transferred Shares with the NYSE Amex; and (vi) post-Closing filings as may be required to be made with the SEC and with any state or foreign blue sky or securities regulatory authority.

4.5 Permits and Licenses. Except as set forth in Section 4.5 of the Disclosure Letter, the Company and each of its Subsidiaries possess all Material Permits and all Material Permits are in full force and effect. True, complete and correct copies of the Material Permits issued to the Company and its Subsidiaries have been delivered to the Investor.

4.6 Capital Structure.

(a) Section 4.6(a) of the Disclosure Letter sets forth, as of the date hereof, the share capitalization of the Company and all the outstanding options, warrants or

rights to acquire any share capital of the Company. There are no disputes, arbitrations or litigation proceedings involving the Company with respect to the share capital of the Company.

(b) (i) Except as set forth in Section 4.6 (b) of the Disclosure Letter, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding and there have not been any issuances of capital securities or options, warrants or rights to acquire the capital securities of the Company; (ii) all outstanding shares of the capital stock of the Company are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Delaware General Corporation Law, the Company’s Certificate of Incorporation, Bylaws or any Contract to which the Company is a party or otherwise bound; and (iii) there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

(c) (i) there are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Common Stock may vote (“Voting Company Debt”); and (ii) other than as set forth in Section 4.6 (c) of the Disclosure Letter, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company is a Party or by which it is bound (A) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Voting Company Debt, or (B) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking.

(d) The stockholder list set forth in Section 4.6 (d) of the Disclosure Letter is a current shareholder list generated by the Company’s stock transfer agent, and, to the Knowledge of the Company, such list accurately reflects all of the issued and outstanding shares of the Company’s capital stock as of the date hereof.

4.7 Valid Issuance of Common Stock and Preferred Stock. The Purchased Shares and Warrants being purchased by the Investor hereunder, and the shares of Common Stock to be issued upon the conversion of the Purchased Shares or any exercise of the Purchased Warrants, when issued, sold, and delivered in accordance with the terms of this Agreement for the consideration expressed in this Agreement, will be duly and validly issued, fully paid, and non-assessable, and will be free of any Liens or restrictions on transfer other than restrictions under this Agreement, the Investor Rights Agreement and the Series A Certificate of Designations and under applicable state and federal securities laws. The sale of the Purchased Shares is not, and the issuance of the shares of Common Stock upon the conversion of the

Purchased Shares or exercise of the Purchased Warrants shall not be subject to any preemptive rights, rights of first offer or any anti-dilution provisions contained in the Company’s Certificate of Incorporation, Bylaws or any other agreement.

4.8 Financial Statements.

(a) The financial statements of the Company and Hong Kong Mandefu Holding Limited (the “HKCo”) included in (i) the proxy statement on Schedule 14A filed with the SEC on October 5, 2009, (ii) the Form 10-Q filed with the SEC on November 16, 2009 and (iii) Form 8-K filed with the SEC on November 16, 2009 (such financial statements, collectively, the “Financial Statements”) fairly present in all material respects, in accordance with U.S. GAAP, and in case of the unaudited financial statements, subject only to normal year-end adjustments, as of the dates thereof and the periods covered thereby, the financial condition and the results of operations of the Company and its Subsidiaries, including, without limitation, the HKCo, the WFOE and the PRCCo.

(b) The Company and its Subsidiaries do not have any material liabilities or obligations (accrued, absolute, contingent or otherwise) that would be required under U.S. GAAP, as in effect on the date of this Agreement, to be reflected on a consolidated balance sheet of the Company, other than liabilities or obligations reflected on, reserved against, or disclosed in the notes to, the Financial Statements.

4.9 Absence of Certain Changes or Events. From the date of the Financial Statements to the date of this Agreement, there has not been, with respect to the Company or any of its Subsidiaries:

(a) any event, situation or effect (whether or not covered by insurance) that has had, or to the Knowledge of the Company, would have, a Material Adverse Effect;

(b) any damage, destruction or loss to, or any material interruption in the use of, any assets (whether or not covered by insurance) that has had or would have a Material Adverse Effect

(d) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;

(e) any resignation or termination of employment of the Chief Executive Officer, Chief Financial Officer, President or the Secretary of the Company;

(f) any mortgage, pledge, transfer of a security interest in, or Lien, created by the Company or any of its Subsidiaries, with respect to any of its material properties or assets, except for Permitted Liens;

(g) any loans or guarantees to or for the benefit of its officers or directors, or any members of their immediate families, or any material loans or guarantees made to or for the benefit of any of its employees or any members of their immediate families, in each case, other than travel advances and other advances made in the ordinary course of its business;

(h) any declaration, setting aside or payment or other distribution in respect of any capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock;

(i) any material alteration of the method of accounting or any change in the identity of its auditors;

(j) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing shares option plans; or

(k) any negotiations, arrangements or commitments to take any of the actions described in this Section 4.9.

4.10 Compliance with Laws. Except as disclosed in Section 4.10 of the Disclosure Letter, neither the Company nor any of its Subsidiaries is in material violation of any applicable federal, state, local, foreign or other law, statute, regulation, rule, ordinance, code, convention, directive, order, judgment or other legal requirement (collectively, “Laws”) of any Governmental Authority, except where such violation would not have a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries is being investigated with respect to, or has been overtly threatened to be charged with or given notice of any violation of, any applicable Law, except for such of the foregoing as would not have a Material Adverse Effect.

4.11 Title.

(a) Section 4.11 of the Company Disclosure Letter contains an accurate and complete list and description of (i) all real properties owned or leased by the Company and its Subsidiaries (collectively, the “Real Property”); provided such list need not include leased real estate for which the annual rental payment is less than US$100,000 and (ii) any lease under which any such Real Property is possessed (the “Real Estate Leases”); provided such list need not include Real Estate Leases which involve an annual rental payment of less than US$100,000. Each of the Company and its Subsidiaries, as applicable, has good and marketable title to its Real

Property, free and clear of all Liens. None of the Company or any of its Subsidiaries in default under any of the Real Estate Leases, and, as of the date of this Agreement, to the Knowledge of the Company, there has been no default by any of the lessors thereunder, except any such default that have not had and would not have a Material Adverse Effect.

(b) Except as disclosed in Section 4.11(b) of the Disclosure Letter and which would not have a Material Adverse Effect, the Company and its Subsidiaries are in possession of and have good and marketable title to, or have valid leasehold interests in or valid contractual rights to use all tangible personal property as reflected in the Financial Statements, and tangible personal property acquired (and not otherwise disposed of in the ordinary course of business with a value not exceeding US$100,000) since December 31, 2008 (collectively, the “Tangible Personal Property”). All Tangible Personal Property is free and clear of all Liens other than Permitted Liens, and is in good order and condition, ordinary wear and tear excepted, and its use complies in all material respects with all applicable Laws.

(c) The accounts receivable of the Company and its Subsidiaries reflected in each balance sheet included in the Financial Statements has been or will be (as applicable) presented in accordance with U.S. GAAP applied in a manner consistent with the accounting principles applied in the preparation of the Financial Statements. Neither the Company nor any of its Subsidiaries has any inventory.

4.12 Litigation. Except as disclosed in Section 4.12 of the Disclosure Letter, as of the date of this Agreement, there is no private or governmental action, suit, inquiry, notice of violation, claim, arbitration, audit, proceeding (including any partial proceeding such as a deposition) or investigation (“Action”) pending or threatened in writing against any of the Company or any of its Subsidiaries, any of their respective executive officers or directors (in their capacities as such) or any of their respective properties before or by any Governmental Authority which (a) adversely affects or challenges the legality, validity or enforceability of this Agreement or (b) if there were an unfavorable decision, would result in a Material Adverse Effect. As of the date of this Agreement, there is no Judgment imposed upon any of the Company or any of its Subsidiaries or any of their respective properties, that would prevent, enjoin, alter or materially delay any of the Transactions, or that would have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries, nor any director or executive officer thereof (in his or her capacity as such), is or has been the subject of any Action involving a material claim or material violation of or material liability under the company laws and securities laws of any Governmental Authority or a material claim of breach of fiduciary duty.

4.13 Intellectual Property.

(a) Section 4.13 of the Disclosure Letter sets forth an accurate and complete listing of all Intellectual Property and applications for Intellectual Property owned, used or held for use by each of the Company and its Subsidiaries and material to the conduct of its business, including, as applicable, the Intellectual Property that has been registered (or

regarding which an application for registration has been submitted) with any Governmental Authority of any kind. Except as set forth in Section 4.13 (a) of the Disclosure Letter, (i) there are no Actions before any Governmental Authority challenging the validity or ownership of any of such Intellectual Property; (ii) all such Intellectual Property owned by the Company or any of its Subsidiaries is owned by it free and clear of any Liens; (iii) the Company and its Subsidiaries’ operation of their business, as such business is currently conducted, does not infringe or misappropriate the Intellectual Property of any other Person; (iv) none of the Company or any of its Subsidiaries has granted to any Person any rights in any such Intellectual Property owned or controlled by the Company or any of its Subsidiaries; (v) no claims are pending or, to the Knowledge of the Company, threatened that any of the Company or any of its Subsidiaries is infringing or otherwise adversely affecting the rights of any Person with regard to any Intellectual Property set forth on Section 4.13 of the Disclosure Letter; and (vi) to the Knowledge of the Company, no Person is infringing the rights of any of the Company or any of its Subsidiaries with respect to any such Intellectual Property.

(b) Section 4.13 of the Disclosure Letter lists (i) all licenses, sublicenses and other agreements (“In-Bound Licenses”) pursuant to which a third party authorizes any of the Company or any of its Subsidiaries to use, practice any rights under, or grant sublicenses with respect to, any Intellectual Property owned by such third party and material to the conduct of the business of the Company or any of its Subsidiaries, other than In-Bound Licenses that consist solely of “shrink-wrap” and similar commercially available end-user licenses, and (ii) all licenses, sublicenses and other agreements (“Out-Bound Licenses”) pursuant to which any of the Company or any of its Subsidiaries authorizes a third party to use, practice any rights under, or grant sublicenses with respect to, any Intellectual Property owned by any of the Company or any of its Subsidiaries and which Out-Bound Licenses are material to the business of the Company or any of its Subsidiaries or pursuant to which any of the Company or any of its Subsidiaries grants rights to use or practice any rights under any Intellectual Property owned by a third party.

4.14 Material Contracts.

(a) The Company has made available to the Investor, prior to the date of this Agreement, true, correct and complete copies of all of the material Contracts, as amended and supplemented to which any of the Company or any of its Subsidiaries is a party, including, without limitation, (i) Contracts that would be considered a material contract pursuant to Item 601(b)(10) of Regulation S-K; (ii) Contracts (including all advertising and advertising-related agreements) pursuant to which any of the Company or any of its Subsidiaries has received or has paid amounts in excess of an aggregate of US$100,000 during the fiscal year ended December 31, 2008; (iii) Contracts that are in full force and effect with any bus company or transportation company or authority; (iv) Contracts that are in full force and effect with any program or content provider (including any television stations or video press); (v) Contracts that relate to the acquisition, disposition or transfer of any equipment; (vi) loan agreements, indentures or similar Contracts relating to any indebtedness in excess of US$250,000; (vii) partnership, joint venture or similar Contracts; (viii) Contracts with a Governmental Authority or any Person affiliated with a Governmental Authority; (ix) Contracts that relate to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (x) the Structure

Agreements; and (xi) Contracts that restrict or purport to restrict the right of any Person to engage in any line of business, acquire any property, develop or distribute any product or provide any service (including geographic restrictions) or to compete with any Person or grant any exclusive distribution rights, in any market, field or territory (each, a “Material Contract”). A list of each such Material Contract is set forth on Section 4.14 of the Disclosure Letter. None of the Company or any of its Subsidiaries is party to any oral or unwritten Contracts that would be considered a material contract pursuant to Item 601(b)(10) of Regulation S-K. None of the Company or any of its Subsidiaries is in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any Contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not result in a Material Adverse Effect; and, to the Knowledge of the Company as of the date of this Agreement, no other Person has violated or breached, or committed any default under, any Material Contract, except for violations, breaches and defaults that, individually or in the aggregate, have not had and would not have a Material Adverse Effect.

(b) Except as disclosed in Section 4.14(b) of the Disclosure Letter, each Material Contract is a legal, valid and binding agreement and is in full force and effect. Except as would not have a Material Adverse Effect, (i) none of the Company or any of its Subsidiaries is in breach or default of any Material Contract to which it is a party; (ii) no event has occurred or circumstance has existed that (with or without notice or lapse of time), will or would reasonably be expected to, (A) contravene, conflict with or result in a violation or breach of, or become a default or event of default under, any provision of any Material Contract; (B) permit any of the Company or any of its Subsidiaries or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify any Material Contract; and (iii) none of the Company or any of its Subsidiaries has received notice of the pending or threatened cancellation, revocation or termination of any Material Contract to which it is a party. Since December 31, 2008, none of the Company or any of its Subsidiaries has received any notice or other communication regarding any actual or possible violation or breach of, or default under, any Material Contract.

(c) Section 4.14(c) of the Disclosure Letter sets forth all of the Structure Agreements, which constitute all of the Contracts enabling the Company to effect control over and consolidate with its financial statements each of its Subsidiaries (including the PRCCo). The execution, delivery and performance of each Structure Agreement by the parties thereto did not and is not reasonably expected to (i) result in any material violation of the business license, articles of association, other constitutional documents (if any) or permits of any of the Company or any of its Subsidiaries; (ii) result in any violation of or penalty under any PRC Law as in effect as of the date hereof; or (iii) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any other Contract, license, indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement or instrument in effect as of the date hereof to which any of them is a party or by which any of them is bound or to which any of their property or assets is subject; except, in the case of clause (ii) and (iii), as would not have a Material Adverse Effect. No breach or default under any of the Structure Agreements by any of the Company or any of its Subsidiaries will occur as a result of the execution, delivery

and performance of this Agreement, the Registration Rights Agreement or the Investor Rights Agreement. Consummation of the Transactions will not (and will not give any Person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, any of the Company or any of its Subsidiaries under any Structure Agreement.

4.15 Insurance. Section 4.15 of the Disclosure Letter (i) sets forth an accurate and complete list of each insurance policy or contract which covers any of the Company or any of its Subsidiaries or to which any of the Company or any of its Subsidiaries is party, and (ii) lists all pending claims and the claims history for each of the Company and any of its Subsidiaries during the current year and the three (3) preceding years. All such insurance policies are in full force and effect, all premiums due thereon have been paid or provided for and the Company and its Subsidiaries have complied with the material provisions of such policies. The Company and its Subsidiaries have been advised of any defense to coverage in connection with any claim to coverage asserted or noticed by the Company or any of its Subsidiaries under or in connection with any of their insurance policies. The Company or any of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company or any of its Subsidiaries are engaged and in the geographic areas where any of them engages in such businesses.

4.16 Taxes.

(a) The Company and each of its Subsidiaries have timely filed, or have caused to be timely filed on their behalf, all Tax Returns that are or were required to be filed by or with respect to any of them, either separately or as a member of group of corporations, pursuant to applicable Law. All Tax Returns filed by (or that include on a consolidated basis) the Company or any of its Subsidiaries were (and, as to a Tax Return not filed as of the date hereof, will be) in all respects true, complete and accurate, except to the extent any failure to file or any inaccuracies in any filed Tax returns have not had and would not have a Material Adverse Effect. There are no unpaid Taxes of any of the Company or any of its Subsidiaries claimed to be due by any Governmental Authority in charge of taxation of any jurisdiction, nor any claim for additional Taxes of any of the Company or any of its Subsidiaries for any period for which Tax Returns have been filed, except to the extent any failure to file or any inaccuracies in any filed Tax Returns, individually or in the aggregate, have not had and would not have a Material Adverse Effect.

(b) Section 4.16(b) of the Disclosure Letter lists all the relevant Governmental Authorities in charge of taxation in which Tax Returns are filed with respect to the Company or any of its Subsidiaries, and indicates those Tax Returns that have been audited or that are currently the subject of an audit since January 1, 2002. Except as disclosed in Section 4.16(b) of the Disclosure Letter, none of the Company or any of its Subsidiaries has received any notice that any Governmental Authority will audit or examine (except for any general audits or examinations routinely performed by such Governmental Authorities), seek information with respect to, or make material claims or assessments with respect to, any Taxes of the Company or

any of its Subsidiaries for any period. The Company or any of its Subsidiaries have delivered or made available to the Investor correct and complete copies of all Tax Returns, examination reports, and statements of deficiencies filed by, assessed against or agreed to by the Company or any of its Subsidiaries, for and during fiscal years 2002 through 2007.

(c) The Financial Statements reflect an adequate reserve for all Taxes payable by the Company or any of its Subsidiaries (in addition to any reserve for deferred Taxes to reflect timing differences between book and Tax items) for all taxable periods and portions thereof through the date of such financial statements. None of the Company or any of its Subsidiaries is a party to or bound by any Tax indemnity, Tax sharing or similar agreement, and the Company or any of its Subsidiaries currently have no material liability and will not have any material liabilities for any Taxes of any other Person under any agreement or by the operation of any Law. No deficiency with respect to any Taxes has been proposed, asserted or assessed against any of the Company or any of its Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pending, except to the extent any such deficiency or request for waiver, individually or in the aggregate, has not had and would not have a Material Adverse Effect.

(d) None of the Company or any of its Subsidiaries has requested any extension of time within which to file any Tax Return, which Tax Return has not since been filed. None of the Company or any of its Subsidiaries has executed any outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any Taxes or Tax Returns. No power of attorney currently in force has been granted by any of the Company or any of its Subsidiaries concerning any Taxes or Tax Return.

(e) None of the Company’s Subsidiaries (i) is currently engaged in the conduct of a trade or business within the United States; (ii) is a corporation or other entity organized or incorporated in the United States; or (iii) has or has ever owned any United States real property interests as described in Section 897 of the Code.

4.17 Subsidiaries. Section 4.17 of the Disclosure Letter lists, as of the date hereof, all Subsidiaries of the Company and indicates as to each the type of entity, its jurisdiction of organization and its stockholders or other equity holders. The Company does not directly or indirectly own any other equity or similar interest in or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity. Except with respect to the PRCCo, the Company is the direct or indirect owner of all outstanding shares of capital stock of its Subsidiaries, and all such shares are duly authorized, validly issued, fully paid and non-assessable and are owned by the Company free and clear of all Liens. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any Subsidiaries of the Company or otherwise obligating any Subsidiaries of the Company to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities.

4.18 Employment Matters.

(a) None of the Company or any of its Subsidiaries has or maintains any material bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing material benefits to any current or former employee, officer or director of any of the Company or any of its Subsidiaries (collectively, “Benefit Plans”). Except as set forth in Section 4.18 (a) of the Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Transactions will result in, cause the accelerated vesting or delivery of, or increase the amount or value of, any payment or benefit to any employee of any of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no severance or termination agreements or arrangements currently in effect between any of the Company or any of its Subsidiaries and any of its current or former employees, officers or directors, nor do any of the Company or any of its Subsidiaries have any general severance plan or policy currently in effect for any of its employees, officers or directors. Since December 31, 2008 through the date hereof, there has not been any adoption or amendment in any material respect by any of the Company or any of its Subsidiaries of any Benefit Plan.

(b) (i) There are no collective bargaining or other labor union agreements to which any of the Company or any of its Subsidiaries is a party or by which it is bound; (ii) no material labor dispute exists or, to the Knowledge of the Company, is imminent with respect to any of the employees of any of the Company or any of its Subsidiaries; (iii) to the Knowledge of the Company, none of the Company or any of its Subsidiaries is, and no event, condition or other circumstance exists as of the date hereof which could reasonably be expected to cause any of the Company or any of its Subsidiaries to become, the subject of any Actions asserting that any of the Company or any of its Subsidiaries has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (iv) there is no strike, work stoppage or other labor dispute involving any of the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened; (v) no complaint, charge or Actions by or before any Governmental Authority brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or, to the Knowledge of the Company, threatened against any of the Company or any of its Subsidiaries; (vi) no material grievance is pending or, to the Knowledge of the Company, threatened against any of the Company or any of its Subsidiaries; and (vii) none of the Company or any of its Subsidiaries is a party to, or otherwise bound by, any consent decree with, or to the Knowledge of the Company, citation by, any Governmental Authorities relating to employees or employment practices.

(c) None of the execution of, or the completion of the Transactions (whether alone or in connection with any other event(s)), will result in (i) severance pay or an increase in severance pay upon termination after Closing, (ii) any payment, compensation or benefit becoming due, or increase in the amount of any payment, compensation or benefit due, to any current or former employee of the Company or its Affiliates, (iii) acceleration of the time of

payment or vesting or result in funding of compensation or benefits, (iv) any new material obligation under any Benefit Plan, (v) any limitation or restriction on the right of Company to merge, amend, or terminate any Benefit Plan, or (vi) any payments which would not be deductible under Section 280G of the Code.

4.19 Environmental Matters.With such exceptions that do not have a Material Adverse Effect, each of the Company or any of its Subsidiaries is in substantial compliance with, and has not been and is not in material violation of or subject to any material liability under, any Environmental Law and no proceeding involving any of the Company or any of its Subsidiaries with respect to any Environmental Law is pending or, to the Knowledge of the Company, is threatened.

4.20 Customers and Suppliers.

(a) Set forth on Section 4.20(a) of the Disclosure Letter is a true and correct list of (i) the ten (10) largest customers (measured by revenues paid to the Company or any of its Subsidiaries, in the aggregate, during the twelve-month period ended December 31, 2008), together with the dollar amount of sales made to such customers during such period, (ii) the ten (10) largest suppliers in terms of purchases and leases by the Company or any of its Subsidiaries during the twelve-month period ended December 31, 2008, and (iii) any sole source suppliers of goods or services for which there is no ready alternative to the Company or any of its Subsidiaries on comparable or better terms, together with the dollar amount paid to such suppliers during such period.

(b) The relationships of the Company or any of its Subsidiaries with each supplier and customer listed in Section 4.20 of the Disclosure Letter (including each supplier and customer listed in Section 4.20 of the Disclosure Letter party to a Contract) are good commercial working relationships. Except as set forth in Section 4.20 (b) of the Disclosure Letter, no such supplier or customer has canceled or otherwise terminated, or to the Knowledge of the Company, threatened to cancel or otherwise terminate, its relationship with the Company or any of its Subsidiaries. Since December 31, 2008, except as provided in Section 4.20 (b) of the Disclosure letter, none of the of the Company or any of its Subsidiaries has received any written or oral notice that any such supplier or customer may cancel, terminate or otherwise materially and adversely modify its relationship with the Company or any of its Subsidiaries (including by modifying its pricing) or limit its services, supplies or materials to the Company or any of its Subsidiaries, either as a result of the consummation of the Transactions or otherwise.

4.21 Transactions With Affiliates and Employees. Except as disclosed in Section 4.21 of the Disclosure Letter, none of the executive officers or directors of the Company or any of its Subsidiaries and none of the Company’s shareholders is presently a party, directly or indirectly, to any transaction with any of the Company or any of its Subsidiaries that is required to be disclosed under Rule 404(a) of Regulation S-K (other than for services as employees, officers and directors), including any Contract providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise

requiring payments to or from any executive officer, director or, to the Knowledge of the Company, any entity in which any executive officer or director has a substantial interest or is an officer, director, trustee or partner.

4.22 Money Laundering Laws. None of the Company nor any of its Subsidiaries has violated any money laundering statute or any rules and regulations relating to money laundering statutes (collectively, the “Money Laundering Laws”) and no proceeding involving any of the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the Knowledge of the Company or any of its Subsidiaries, is threatened.

4.23 Foreign Corrupt Practices Act. Neither the Company nor any of its Subsidiaries, or any director, officer, agent, employee, or any other person acting for or on behalf of the Company or any of its Subsidiaries (individually and collectively, a “Company Affiliate”), has violated the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”) or any other applicable anti-bribery or anti-corruption laws of any jurisdiction, nor has any Company Affiliate, in violation of any applicable law or regulation, offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, to any officer, employee or any other person acting in an official capacity for any Government Entity, as defined below, to any political party or official thereof or to any candidate for political office (individually and collectively, a “Government Official”) or to any person under circumstances where such Company Affiliate knew or was aware of a high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any Government Official, for the purpose of:

(a) (i) influencing any act or decision of such Government Official in his official capacity, (ii) inducing such Government Official to do or omit to do any act in violation of his lawful duty, (iii) securing any improper advantage, or (iv) inducing such Government Official to influence or affect any act or decision of any Government Entity, or

(b) in order to assist the Company or any of its Subsidiaries in obtaining or retaining business for or with, or directing business to the Company or any of its Subsidiaries.

“Government Entity” as used in this Agreement means any government or any department, agency or instrumentality thereof, including any entity or enterprise owned or controlled by a government, or a public international organization.

4.24 Economics Sanctions Laws.

(a) None of (i) the Company nor any of its Subsidiaries or (ii) any of their respective officers, employees, directors, or agents acting for or on behalf of the Company or any of its Subsidiaries, at the direction or Knowledge of the Company, or who are under obligations to report to the Company or any of its Subsidiaries ((i) and (ii) collectively, “Relevant Persons”) is in violation of any applicable Law relating to economic sanctions administered by U.S. Department of the Treasury’s Office of Foreign Assets Control or its successor organization(s) from time to time (“OFAC”).

(b) No Relevant Person:

(i) conducts any business with, or engaged directly or indirectly in transactions connected with any of North Korea, Iraq, Libya, Cuba, Iran, Myanmar or Sudan, or is otherwise engaged directly or indirectly in transactions connected with any government, country or other entity or persons that is the target of U.S. economic sanctions administered by OFAC, including “Specially Designated Nationals and Blocked Persons” and no Relevant Person is any such person or entity;

(ii) deals in, or otherwise engages in any transaction relating to, any property or interest in property blocked pursuant to the economic sanctions laws administered by OFAC; or

(iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any economic sanctions law administered by OFAC.

4.25 Additional PRC Representations and Warranties.

(a) Except as disclosed in Section 4.25(a) of the Disclosure Letter, all material consents, approvals, authorizations or licenses required under PRC Law for the due and proper establishment and operation of the WFOE and the PRCCo have been duly obtained from the relevant PRC Governmental Authority and are in full force and effect.

(b) Except as disclosed in Section 4.25(b) of the Disclosure Letter, all filings and registrations with the PRC Governmental Authorities required in respect of the WFOE and the PRCCo and their respective operations including, without limitation, the registration with and approval by the Ministry of Commerce, the State Administration for Industry and Commerce (the “SAIC”), the State Administration of Foreign Exchange (the “SAFE”), the State Administration of Taxation, the State Administration of Radio, Film and Television, the General Administration of Customs of the PRC and their relevant local counterparts, the tax bureau and other PRC Governmental Authorities that administer foreign investment enterprises have been duly completed in accordance with the relevant Laws, except where the failure to complete such filings and registrations does not, and would not, individually or in the aggregate, have a Material Adverse Effect.

(c) Except as disclosed in Section 4.25(c) of the Disclosure Letter, each of Zheng Cheng, Ou Wen Lin and Qingping Lin has completed all fillings and registrations with the SAFE in accordance with all applicable PRC Laws including without limitation the Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents to Engage in

Financing and Inbound Investment Via Offshore Special Purpose Vehicles issued by the SAFE on October 21, 2005 and effective as of November 1, 2005.

(d) Except as disclosed in Section 4.25 (d) of the Disclosure Letter, each of the WFOE and the PRCCo has complied with all relevant Laws and regulations regarding the contribution and payment of its registered share capital, the payment schedule of which has been approved by the relevant PRC Governmental Authority. There are no outstanding rights to acquire, or commitments made by either the WFOE or the PRCCo to sell, any of its equity interests.

(e) Neither the WFOE nor the PRCCo is in receipt of any letter or notice from any relevant PRC Governmental Authority notifying it of the revocation, or otherwise questioning the validity, of any licenses or qualifications issued to it or any subsidy granted to it by any PRC Governmental Authority for non-compliance with the terms thereof or with applicable PRC laws, or the need for compliance or remedial actions in respect of the activities carried out by the WFOE or the PRCCo.

(f) Each of the WFOE and the PRCCo have conducted its respective business activities within its permitted scope of business or has otherwise operated its business in compliance, in all material respects, with all relevant legal requirements and with all requisite licenses and approvals granted by competent PRC Governmental Authorities. As to licenses, approvals and government grants and concessions required or material for the conduct of any part of the WFOE or the PRCCo’s business which is subject to periodic renewal, to the Knowledge of the Company, as of the date of this Agreement, there does not exist any grounds on which renewals of any such licenses, approvals, grants or concessions will not be granted by the relevant PRC Governmental Authorities.

(g) With regard to employment and staff or labor, each of the WFOE and the PRCCo has complied, in all material respects, with all applicable Laws and regulations, including without limitation, laws and regulations pertaining to welfare funds, social benefits, medical benefits, insurance, retirement benefits, pensions or the like.

4.26 No Material Adverse Effect. Since October 19, 2009, no event or circumstance has occurred that has had (and continues to have) or would have a Material Adverse Effect.

4.27 Registration Rights. Except as set forth in Section 4.27 of the Disclosure Letter and in the Registration Rights Agreement, the Company has not granted or agreed to grant, and is not under any obligation to provide, any rights to register under the Securities Act any of its presently outstanding securities or any of its securities that may be issued subsequently.

4.28 Reports.

(a) Since June 18, 2007, the Company has timely filed all documents required to be filed with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act.

(b) The SEC Documents, when they became effective or were filed with the SEC, as the case may be, complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the SEC thereunder, in each case as in effect at such time, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make such statements, in the light of the circumstances in which they were made, not misleading.

(c) The Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are reasonably designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the individuals responsible for the preparation of the Company’s filings with the SEC and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s outside auditors and the Board’s Audit Committee (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. As of the date of this Agreement, to the Knowledge of the Company, there is no reason that its outside auditors, its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, without qualification, when next due.

4.29 Investment Company Act. Neither the Company nor any of its Subsidiaries is an investment company within the meaning of the Investment Company Act of 1940, or, directly or indirectly, controlled by or acting on behalf of any Person which is an investment company, within the meaning of said Act.

4.30 Brokers’ Fees and Expenses. No broker, investment banker, or financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions.

4.31 AMEX. As of the date hereof, the Company’s Common Stock is listed on AMEX, and no event has occurred, and the Company is not aware of any event that is reasonably likely to occur, that would result in the Common Stock being de-listed from AMEX. The sale and issuance of the Purchased Shares and execution of and performance under the Investor Rights Agreement complies with the rules and regulations of AMEX (provided, with respect to the representation and warranty made regarding the rules or regulations of AMEX as

of the date hereof only, that AMEX approves the listing of the Purchased Shares, the Transferred Shares and the shares of Common Stock underlying the Purchased Warrants).

4.32 Application of Takeover Protections. As of the Closing Date, there is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation in effect as of the date hereof that is or would become applicable to the Investor as a result of the Investor and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, as a result of any transfer by the Sponsor Shareholders of common stock pursuant to the terms of the Investor Rights Agreement.

4.33 No Integrated Offering. Neither the Company, nor any Person acting on its behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause any offering contemplated by this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act or the rules and regulations of FINRA or AMEX.

4.34 Internal Accounting and Disclosure Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure.

4.35 Off Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in the Company’s SEC Documents and is not so disclosed and that otherwise would have a Material Adverse Effect.

4.36 Sarbanes-Oxley Act of 2002. The Company is in material compliance with all provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) applicable to it as of the date hereof and as of the Closing. There has been no change in the

Company’s accounting policies since inception except as described in the notes to the Financial Statements. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC since inception, was accompanied by the certifications required to be filed or submitted by the Company’s chief executive officer and chief financial officer pursuant to the Sarbanes-Oxley Act, and at the time of filing or submission of each such certification, such certification was true and accurate and materially complied with the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder. Neither the Company, nor to the Knowledge of the Company, any Representative of the Company, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices, except for (a) any complaint, allegation, assertion or claim as has been resolved without any resulting change to the Company’s accounting or auditing practices, procedures methodologies or methods of the Company or its internal accounting controls, and (b) questions regarding such matters raised and resolved in the ordinary course in connection with the preparation and review of the Company’s financial statements and periodic reports. To the Knowledge of the Company, no attorney representing the Company, whether or not employed by the Company, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board or any committee thereof or to any director or officer of the Company. To the Knowledge of the Company, no employee of the Company has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable law.

4.37 Transfer Taxes. On the Closing Date, all stock transfer or other taxes (other than income or similar Taxes) which are required to be paid in connection with the transactions contemplated hereby will be, or will have been, fully paid or provided for by the Company or the Sponsor Shareholders, and all laws imposing such taxes will be or will have been complied with.

4.38 Manipulation of Price. The Company has not, and, to the Knowledge of the Company, no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the transactions contemplated hereby or (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases for the transactions contemplated hereby.

4.39 Anti-dilution Provisions. There is no anti-dilution provision under any agreement to which the Company is party or to which any assets of the Company are subject that is or would become effective as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement.

4.40 General Solicitation. Neither the Company nor, to the Knowledge of the Company, any person acting on behalf of the Company, has offered or sold any of the

Securities by any form of “general solicitation” within the meaning of Rule 502 under the Securities Act. To the knowledge of the Company, no person acting on its behalf has offered the Securities for sale other than to the Investor and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.

4.41 Waiver of Section 203. As of the Closing Date, the Company represents and warrants to the Investor that the Board has heretofore taken all necessary action to approve the transactions contemplated by this Agreement and the Investor Rights Agreement, and has approved, for purposes of Section 203 of the Delaware General Corporation Law (including any successor statute thereto (“Section 203”)), the Investor’s becoming an “interested stockholder” within the meaning of Section 203 (the “Waiver”) and such action is effective as of the date hereof. No other state takeover, “moratorium,” “fair price,” “affiliate transaction” or similar statute or regulation under any applicable Law is applicable to the Transactions.

4.42 Disclosure. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting transactions in securities of the Company. To the Knowledge of the Company, no material event or circumstance has occurred or information exists with respect to the Company or its business, properties, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed.

5. Representations and Warranties of the Sponsor Shareholders. Each of the Sponsor Shareholders jointly and severally represents and warrants to the Investor as of the date of this Agreement that:

5.1 Organization. Each of the Sponsor Shareholders that is not an individual has been duly organized and is validly existing in the jurisdiction of its incorporation.

5.2 Authorization; Enforceability. Each of the Sponsor Shareholders that is not an individual has all necessary power and authority to enter into this Agreement and the Investor Rights Agreement and to consummate the transactions contemplated by this Agreement and the Investor Rights Agreement, including, without limitation, the payment of any Performance Adjustment Amount and Put Price, as applicable. The execution, delivery and performance of this Agreement and the Investor Rights Agreement, including, without limitation, the payment of any Performance Adjustment Amount and Put Price, as applicable, have been duly authorized by all necessary action on the part of the Sponsor Shareholders, and assuming due authorization, execution and delivery thereof by the other parties thereto, this Agreement and the Investor Rights Agreement will constitute valid and binding obligation of the Sponsor Shareholders, enforceable against them in accordance with its terms, except as such enforceability may be limited by applicable laws relating to bankruptcy, reorganization, moratorium or other similar legal requirements relating to or affecting creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

5.3 No Default or Violation. The execution, delivery, and performance of this Agreement and the Investor Rights Agreement and the consummation by the Sponsor Shareholders of the transactions contemplated hereby and thereby, including, without limitation,

the payment of any Performance Adjustment Amount and Put Price, as applicable, will not (i) result in any default or violation of the certificate of incorporation, bylaws, limited partnership agreement, limited liability company operating agreement or other applicable organizational documents of the Sponsor Shareholders, (ii) result in any violation of or constitute a breach of, with or without the passage of time or giving of notice, any law applicable to the Sponsor Shareholders, except as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or materially impair the ability of the Sponsor Shareholders to consummate the transactions contemplated by this Agreement and the Investor Rights Agreement, including, without limitation, the payment of any Performance Adjustment Amount and Put Price, as applicable.

5.4 Governmental Consents. No consent, approval, license or authorization of, or designation, declaration, or filing with, any federal, state, or local governmental authority on the part of the Sponsor Shareholders is required in connection with the consummation of the transactions contemplated by this Agreement and the Investor Rights Agreement, including, without limitation, the payment of any Performance Adjustment Amount and Put Price, as applicable except for the following: (i) those which have already been made or granted; (ii) the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and the Investor Rights Agreement and the transactions contemplated hereby and thereby and (iii) those where the failure to obtain such consent, approval or license would not have a material adverse effect on the ability of the Sponsor Shareholders to perform their obligations under this Agreement and the Investor Rights Agreement, including, without limitation, the payment of any Performance Adjustment Amount and Put Price, as applicable.

5.5 Good Title. Upon delivery of any certificate or certificates duly assigned, representing the same as herein contemplated and upon registering of the Investor as the new owner of such Transferred Shares in the share register of the Company, the Investor will receive good title to such Transferred Shares, free and clear of all Liens.

5.6 Foreign Corrupt Practices Act. None of the Sponsor Shareholders, or, in case of each of Thousand and Bright, any director, officer, agent, employee, or any other person acting for or on behalf of it (individually and collectively, a “Sponsor Shareholder Affiliate”), has violated the FCPA or any other applicable anti-bribery or anti-corruption laws of any applicable jurisdiction, nor has any Sponsor Shareholder Affiliate, in violation of any applicable law or regulation, offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, to any Government Official or to any person under circumstances where such Sponsor Shareholder Affiliate knew or was aware of a high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any Government Official, for the purpose of:

(b) in order to assist the Company or any of its Subsidiaries in obtaining or retaining business for or with, or directing business to the Company or any of its Subsidiaries.

6. Representations and Warranties of the Investor. The Investor represents and warrants to the Company and the Sponsor Shareholders as of the date of this Agreement that:

6.1 Organization. The Investor has been duly organized and is validly existing in the jurisdiction of its incorporation.

6.2 Authorization; Enforceability. The Investor has all necessary power and authority to enter into this Agreement, the Registration Rights Agreement and the Investor Rights Agreement and to consummate the transactions contemplated by this Agreement, the Registration Rights Agreement and the Investor Rights Agreement. The execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Investor Rights Agreement have been duly authorized by all necessary action on the part of the Investor, and assuming due authorization, execution and delivery thereof by the other Persons contemplated to be a party thereto, this Agreement, the Registration Rights Agreement and the Investor Rights Agreement by the Investor, will constitute valid and binding obligation of the Investor, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable laws relating to bankruptcy, reorganization, moratorium or other similar legal requirements relating to or affecting creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

6.3 No Default or Violation. The execution, delivery, and performance of this Agreement, the Registration Rights Agreement and the Investor Rights Agreement and the consummation by the Investor of the transactions contemplated hereby will not (i) result in any default or violation of the limited partnership agreement, limited liability company operating agreement or other applicable organizational documents of the Investor and (ii) assuming the truth and accuracy of the representations and warranties of the Company made in Section 4 hereof and receipt of any consent approval or license required in connection with any subsequent issuance or transfer of Common Stock pursuant to the Investor Rights Agreement, result in any violation of or constitute a breach of, with or without the passage of time or giving of notice, any law applicable to the Investor, except as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or materially impair the ability of the Investor to consummate the transactions contemplated by this Agreement and the Investor Rights Agreement.

6.4 Governmental Consents. No consent, approval, license or authorization of, or designation, declaration, or filing with, any federal, state, or local governmental authority on the part of the Investor is required in connection with the consummation of the transactions contemplated by this Agreement or the Investor Rights Agreement, except for the following: (i) those which have already been made or granted; (ii) the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and the Investor Rights Agreement and the transactions contemplated hereby and thereby and (iii) those where the failure to obtain such consent, approval or license

would not have a material adverse effect on the ability of the Investor to perform its obligations under this Agreement and the Investor Rights Agreement.

6.5 Private Placement.

(a) The Investor is (i) an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act;

(b) The Investor has been advised by the Company that the Purchased Shares and the Purchased Warrants have not been registered under the Securities Act, that the Purchased Shares and the Purchased Warrants will be issued on the basis of the statutory exemption provided by Section 4(2) under the Securities Act or Regulation D promulgated thereunder, or both, relating to transactions by an issuer not involving any public offering and under similar exemptions under certain state securities laws, that this transaction has not been reviewed by, passed on or submitted to any federal or state agency or self-regulatory organization where an exemption is being relied upon, and that the Company’s reliance thereon is based in part upon the representations made by such Investor in this Agreement. The Investor acknowledges that it has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of securities; and

(c) The Investor is acquiring the Purchased Shares, Purchased Warrants and the Transferred Shares for its own account, and solely for the purpose of investment and not with a view to, or for offer or sale in connection with any distribution thereof.

7. Conditions to the Investor’s Obligations at Closing. The obligation of the Investors to purchase the Purchased Shares and the Purchased Warrants at the Closing is subject to the fulfillment or waiver on or before the Closing of each of the following conditions:

7.1 Representations and Warranties. Each of the representations and warranties of the Company and the Sponsor Shareholders contained in Sections 4 and 5 of this Agreement shall be true and correct in all material respects (other than representations and warranties qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date, except for representations and warranties that are made as of a specific date or time other than the date hereof or the Closing Date (which need only be true and correct as of such date or time).

7.2 Covenants. The Company shall have performed and complied with in all material respects all covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing.

7.3 Share Transfer. The Sponsor Shareholders shall have caused to be executed a share transfer agreement, in form and substance reasonably acceptable to the Investor

in its sole discretion, providing for the transfer of one-hundred-fifty thousand (150,000) shares of Common Stock of the Company (the “Transferred Shares”) to the Investor (the “Share Transfer”) and the Share Transfer shall have been consummated and the Transferred Shares shall have been delivered to the Investor.

7.4 No Material Adverse Effect. There has, since the date of this Agreement, occurred no event or circumstance that has had (and continues to have) a Material Adverse Effect.

7.5 FCPA Compliance. The Company shall have (i) approved and adopted an FCPA compliance program in the form set forth in section 9.4(a) of the Disclosure Letter (the “FCPA Compliance Program”) and made available copies of such FCPA Compliance Program to all employees of the Company and its Subsidiaries, (ii) appointed an FCPA compliance officer to oversee and insure compliance with the FCPA Compliance Program and (iii) conducted FCPA training sessions for each of the Founder and Jacky Lam with respect to the FCPA Compliance Program.

7.6 Accounting Firm Engagement. The Company shall have engaged Deloitte Touche Tohmatsu or any of the following accounting firms approved by the Investor as the accounting firm of the Company and its Subsidiaries: Ernst & Young, KPMG or PricewaterhouseCoopers.

7.7 Legal Counsel Engagement. The Company shall have engaged Loeb & Loeb LLP or such other internationally recognized U.S. law firm as the legal counsel of the Company and its Subsidiaries.

7.8 Series A Certificate of Designations and Bylaws. The Company shall have adopted and filed with the Secretary of State of the State of Delaware the Series A Certificate of Designations and any amendments to the Bylaws as may be reasonably requested by the Investor to reflect the terms hereof, the Series A Certificate of Designations or the Investor Rights Agreement.

7.9 AMEX Registration. The AMEX shall have approved the listing of the shares of Common Stock issuable upon conversion of the Purchased Shares or exercise of the Purchased Warrants and the Transferred Shares on the AMEX.

7.10 Ancillary Agreements. The Company shall have executed and delivered the Registration Rights Agreement, the Investor Rights Agreement and the Warrant.

7.11 Legal Opinions. The Investor shall have received (a) from Hankun Law Offices, the PRC counsel for the Company, an opinion, dated as of the Closing Date, in the form attached as Exhibit E; (b) from Loeb & Loeb LLP, U.S. counsel to the Company, an opinion dated the Closing Date in the form attached as Exhibit F; (c) from Morris, Nichols, Arsht & Tunnell, the Delaware counsel for the Company, an opinion, dated as of the Closing Date, in the form attached as Exhibit G; and (d) from Gallant Y.T. Ho & Co., the Hong Kong counsel for the Company, an opinion, dated as of the Closing Date, in the form attached as Exhibit H.

7.12 Expenses. Simultaneous with the Closing, the Company shall have reimbursed the Investors for up to $200,000 of their reasonable documented out-of-pocket fees and expenses incurred on or before the Closing Date in connection with the execution of this Agreement, the Investor Rights Agreement, the Warrant and the Registration Rights Agreement and the purchase by the Investor of the Purchased Shares and Warrants pursuant to this Agreement, which may be effected through an offset to the Purchase Price.

7.13 Board of Directors.

(a) The Sponsor Shareholders and the Board shall have taken all actions necessary and appropriate to appoint one person designated by the Investor to the Board effective immediately following the Closing.

(b) The Company and the Sponsor Shareholders shall have taken all actions necessary and appropriate to appoint one person designated by the Investor to the board of directors of the HKCo effective immediately following the Closing.

7.14 Purchased Shares; Warrants. The Company shall have delivered the Purchased Shares and the Purchased Warrants to the Investor.

8. Conditions to the Company’s Obligations at Closing. The obligations of the Company to issue, sell and deliver to the Investor the Purchased Shares and the Purchased Warrants are subject to the fulfillment or waiver on or before the Closing of each of the following conditions:

8.1 Representations and Warranties. Each of the representations and warranties of the Investor contained in Section 6 of this Agreement shall be true and correct in all material respects (other than representations and warranties qualified by materiality or material adverse effect, which shall be true and correct in all respects) on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date, except for representations and warranties that are made as of a specific date or time other than the date hereof or the Closing Date (which need only be true and correct as of such date or time).

8.2 Purchase Price. The Investor shall have paid to the Company the Purchase Price.

8.3 Ancillary Agreements. The Investor shall have executed and delivered the Registration Rights Agreement, the Investor Rights Agreement and the Warrant.

8.4 AMEX Registration. The AMEX shall have approved the listing of the shares of Common Stock issuable upon conversion of the Purchased Shares or exercise of the Purchased Warrants and the Transferred Shares on the AMEX; provided that the condition set forth in this Section 8.4 shall be deemed waived by the Company to the extent the failure or delay of the AMEX to approve such listing shall have been caused by the Company.

9. Covenants. The Company and its Subsidiaries, the Sponsor Shareholders and the Investor hereby covenant and agree, for the benefit of the other parties to this Agreement and their respective assigns, as follows:

9.1 Asset and IP Transfer. Within three (3) months after the Closing Date, (i) the Company shall use reasonable best commercial efforts to procure the PRCCo, to the extent commercially reasonable and not materially adverse from a tax, accounting or similar perspective, to, transfer all of the assets currently owned by the PRCCo (other than the Intellectual Property and those which may not, in accordance with applicable Law of the PRC, be transfer to the WFOE) to the WFOE (the “Assets Transfer”) and all of the Intellectual Property currently owned by the PRCCo to the HKCo (the “IP Transfer”), in each case in accordance with all applicable Laws; (ii) the Company shall use reasonable best efforts to procure the HKCo and the WFOE, to the extent commercially practicable and not materially adverse from a tax, accounting or similar perspective, to enter into commercially reasonable intellectual property licensing agreement(s) or commercially reasonable asset leasing agreement(s) with the PRCCo (collectively, the “Licensing and Leasing Agreements”) contemporaneously with the Assets Transfer and the IP Transfer (as the case may be); (iii) the Company shall procure the PRCCo to complete all registrations and filings with respect to the Licensing and Leasing Agreements in accordance with all applicable Laws, except where the failure to make such registration or filing would not have a Material Adverse Effect.

9.2 VIE Restructuring. Within three (3) months after the Closing Date, the Company and the Sponsor Shareholders shall cause the agreements, contracts and instruments enabling the WFOE to effect control over and consolidate with its financial statements the PRCCo (collectively, the “VIE Agreements”) to be amended to the reasonable satisfaction of the Investor.

9.3 SARFT Approval. The Company shall use its reasonable best efforts to obtain as soon as practicable and in any event no later than December 31, 2010, from SARFT any and all approvals necessary for the broadcast of video programming by the Company and the operation of the business as currently contemplated (the “SARFT Approval”) to the extent obtaining such approvals is practicable within the Company's industry.

9.4 FCPA Compliance. As soon as practicable, but in no event later than April 30, 2010, the Company shall have completed or put in place each of the measures set forth in section 9.4(b) of the Disclosure Letter.

9.5 Listing. In connection with the application for the subsequent listing on AMEX of the shares of Common Stock issuable upon conversion of the Purchased Shares and upon exercise of the Purchased Warrants, and the ongoing listing of such securities thereon, the parties hereto agree to cooperate and, following good faith discussions with AMEX involving both parties hereto, to take all necessary steps, if any, required by AMEX in connection with the approval of such application and the continued listing of such securities, including, without limitation, the amendment or modification of any of the Transaction Documents and any related document.

9.6 Director Appointment.Within one (1) month after the Closing Date, the Company and the Sponsor Shareholders shall cause one person designated by the Investor to be appointed to the board of directors of each of the WFOE and the PRCCo.

9.7 Business Development. The Company shall use its reasonable best efforts to, within three (3) years after the Closing Date or such longer period of time as mutually agreed by the Company and the Investor, establish wireless uploading stations in each province of the PRC where the WFOE or the PRCCo currently conducts business operations, provided that the costs of establishing wireless uploading stations in any province shall be commercially reasonable and practicable.

9.8 Compliance. For so long as any share of the Series A Preferred Stock remains outstanding, the Company will comply with the terms and conditions of the Series A Certificate of Designations.

9.9 Use of Proceeds. The Company shall apply substantially all of the net proceeds from the issuance and sale of the Purchased Shares for working capital and capital expenditures in connection with expansion of the business.

9.10 Transfer Taxes. The Company shall pay any and all documentary, stamp or similar issue or transfer tax due on the issue of the Purchased Shares at Closing. The Sponsor Shareholders shall pay any and all documentary, stamp or similar issue or transfer tax due on the transfer of the Transferred Shares.

9.11 Share Transfer. The Sponsor Shareholders shall cause to be executed a share transfer agreement, in form and substance reasonably acceptable to the Investor, providing for the Share Transfer.

9.12 Confidentiality; Public Disclosure. Each Party shall hold in confidence the terms and existence of this Agreement, the Investor Rights Agreement, the Warrant and the Registration Rights Agreement and the transactions contemplated hereby and thereby and shall not disclose or make any release, announcement or filing except as such disclosure, release, announcement or filing as may be required by Law or the rules or regulations of any securities exchange, in which case the Party required to make the release or announcement shall, to the extent reasonably practicable, allow the other Party reasonable time to comment on such release or announcement in advance of such issuance.

9.13 Further Assurances. Each of the Investor and the Company will cooperate and consult with each other and use commercially reasonable efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third Persons required to consummate the Transactions.

10. Indemnification.

10.1 Survival. The representations and warranties of the Parties contained in this Agreement shall survive the Closing until the date three (3) years after the Closing, provided, however, that (i) the representations and warranties made pursuant to Sections 4.01, 4.02, 4.06, 4.07 and 4.23 shall survive indefinitely and (ii) the representations and warranties dealing with Tax matters shall survive until one hundred and twenty (120) days after the expiration of the relevant statute of limitations for the Tax liabilities in question. All of the covenants and obligations of the Parties contained in this Agreement shall survive the Closing indefinitely. Neither the period of survival nor the liability of a Party with respect to such Party’s representations, warranties and covenants shall be reduced by any investigation made at any time by or on behalf of the other Parties. If written notice of a claim setting forth reasonable details as to the basis of the claim has been given prior to the expiration of the applicable representations, warranties and covenants, then the relevant representations, warranties and covenants shall survive as to such claim, until such claim has been finally resolved.

10.2 Company Indemnification Obligation. The Company hereby agrees to indemnify the Investor and each of their respective officers, directors and employees, and each Person that controls (within the meaning of Section 20 of the Exchange Act) any of the foregoing Persons (each a “Investor Indemnified Party”) against any claim, demand, action, liability, damages, loss, cost or expense (including, without limitation, consequential damages, diminution in value and reasonable legal fees and expenses incurred by such Investor Indemnified Party in investigating or defending any such proceeding) regardless of whether any of the foregoing results from a third-party claim or otherwise (all of the foregoing, including associated costs and expenses being referred to herein as a “Loss”), that it actually incurs in connection with any of the transactions contemplated hereby arising out of or based upon:

(a) any of the representations or warranties made by the Company in Section 4 of this Agreement being untrue or incorrect (i) at the time such representation or warranty was made or (ii) on the Closing Date as if given as of the Closing Date (except, in each case, to the extent such representations or warranties are as of a date other than the date hereof or the Closing Date, in which case, the failure of any such representation or warranty to be true and correct as of that date);

(b) any breach by the Company of any of its covenants, agreements or obligations under this Agreement, the Registration Rights Agreement, the Warrant, the Series A Certificate of Designations, or the Investor Rights Agreement;

(c) any failure of the WFOE to comply with any Law with respect to any dividend distributions made by the WFOE, including without limitations, any foreign exchange regulations and rules;

(d) any failure to by the Company obtain outdoor advertising registration with the SAIC or its local branches to the extent required by the SAIC; and

(e) any failure by the Company or any of its Subsidiaries (i) to timely file any Tax Return; (ii) to timely pay any Tax as it became due, or (iii) to comply with any applicable Law relating to Tax.

10.3 Sponsor Shareholders Indemnification Obligation. The Sponsor Shareholders hereby agree, jointly and severally, to indemnify each Investor Indemnified Party against any Losses that it actually incurs in connection with any of the transactions contemplated hereby arising out of or based upon:

(a) any of the representations or warranties made by the Sponsor Shareholders in Section 5 of this Agreement being untrue or incorrect (i) at the time such representation or warranty was made or (ii) on the Closing Date as if given as of the Closing Date (except, in each case, to the extent such representations or warranties are as of another date, in which case, the failure of any such representation or warranty to be true and correct as of that date);

(b) any breach by the Sponsor Shareholders of any of its covenants, agreements or obligations under this Agreement, the Registration Rights Agreement or the Investor Rights Agreement; and

(c) any failure of any of the Founder, Ou Wen Lin or Qingping Lin complete all filings and registrations with the SAFE in accordance with all applicable PRC Laws including without limitation the Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents to Engage in Financing and Inbound Investment Via Offshore Special Purpose Vehicles issued by the SAFE on October 21, 2005 and effective as of November 1, 2005.

10.4 Limitation on Indemnification.

(a) The foregoing indemnification as set out in Sections 10.1 and 10.2 hereof shall not apply to any Loss to the extent that it arises out of, or is based upon, the gross negligence or willful misconduct of the Investor in connection therewith. Except with respect to the Put Option, Section 10.1 and Section 10.2 (and the other applicable provisions of Section 10) will be the sole and the exclusive remedy of the Investor Indemnified Parties with respect to the matters set forth in subsections (a) – (d) of Section 10.2 hereof, and, to the maximum extent

possible under applicable Law, the Investor hereby waives any other rights and remedies that the Investor and the Investor Indemnified Parties may have under applicable Law.

(b) Notwithstanding anything to the contrary contained in this Agreement: (a) neither the Company nor the Sponsor Shareholders shall be liable for any claim for indemnification pursuant to Section 10.1 or Section 10.2, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Company or the Sponsor Shareholders equals or exceeds US$100,000, whereupon the Investor Indemnified Party shall be entitled to indemnification for the full amount of such Losses, and (b) the maximum amount of indemnifiable Losses which may be recovered from the Company or the Sponsor Shareholders arising out of or resulting from the causes set forth in Section 10.1 or Section 10.2, as the case may be, shall be an amount equal to US$30,000,000, provided, however, that such amount shall be (i) increased by US$10,000,000 upon the exercise of all of the Purchased Warrants and, to the extent the Purchased Warrants are not fully exercised, increased by a pro rata proportion of US$10,000,000 equal to the proportion the amount of Purchased Warrants exercised bears to the total amount of Purchased Warrants and (ii) reduced on a dollar for dollar basis to the extent the Investor received any amounts from its exercise of the put right pursuant to Section 7 of the Investor Rights Agreement.

10.5 Conduct of Claims.

(a) Whenever a claim for indemnification shall arise under this Section 10 as a result of a third-party claim, the party seeking indemnification (the “Indemnified Party”), shall notify the party from whom such indemnification is sought (the “Indemnifying Party”) in writing of the claim and the facts constituting the basis for such claim in reasonable detail.

(b) Such Indemnifying Party shall have the right to retain the counsel of its choice in connection with such claim and to participate at its own expense in the defense of any such claim; provided, however, that counsel to the Indemnifying Party shall not (except with the consent of the relevant Indemnified Party) also be counsel to such Indemnified Party. In no event shall the Indemnifying Party be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

(c) No Indemnifying Party shall, without the prior written consent of the Indemnified Parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification could be sought under this Section 10 unless such settlement, compromise or consent (A) includes an unconditional release of each Indemnified Party from all liability arising out of such litigation, investigation, proceeding or

claim and (B) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.

11. Miscellaneous.

11.1 Governing Law. This Agreement shall be governed in all respects by the laws of the State of State of Delaware without regard to any choice of laws or conflict of laws provisions that would require the application of the laws of any other jurisdiction.

11.2 Jurisdiction; Enforcement. Any dispute, controversy or claim arising out of or relating to this Agreement or its subject matter (including a dispute regarding the existence, validity, formation, effect, interpretation, performance or termination of this Agreement) (each a “Dispute”) shall be finally settled by arbitration.

(a) The place of arbitration shall be Hong Kong, and the arbitration shall be administered by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the HKIAC Administered Arbitration Rules then in force (the “HKIAC Rules”).

(b) The arbitration shall be decided by a tribunal of three (3) arbitrators, whose appointment shall be in accordance with the HKIAC Rules; provided, however, that the third presiding arbitrator must be licensed to practice Delaware state law and in good standing with the Delaware State Bar, as of the date the Notice of Arbitration is received by the HKIAC Secretariat.

(d) Subject to the agreement of the tribunal, any Dispute(s) which arise subsequent to the commencement of arbitration of any existing Dispute(s), shall be resolved by the tribunal already appointed to hear the existing Dispute(s).

(e) The award of the arbitration tribunal shall be final and conclusive and binding upon the parties as from the date rendered.

(f) Judgment upon any award may be entered and enforced in any court having jurisdiction over a party or any of its assets. For the purpose of the enforcement of an award, the parties irrevocably and unconditionally submit to the jurisdiction of any competent court and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

11.3 Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by either the Company or the Investor in the event that any Governmental Authority restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement shall have become final and non-appealable;

(b) by the Investor if the Company or any Sponsor Shareholder shall have breached any of its representations, warranties, covenants or agreements contained in this Agreement which would give rise to the failure of a condition set forth in Section 7, which breach cannot be or has not been cured within thirty (30) days after the giving of written notice by the Investor specifying such breach; or

In the event of termination of this Agreement as provided above, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except (a) as set forth in Section 12 and (b) that nothing herein shall relieve any party from liability for any breach of this Agreement occurring prior to such termination.

11.4 Successors and Assigns. Except as otherwise provided in this Agreement, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties; provided, however, the rights of the Investor under this Agreement shall not be assignable to any Person without the consent of the Company.

11.5 No Third-Party Beneficiaries. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties any rights, remedies, obligations or liabilities under or by reason of this Agreement, and no Person that is not a party to this Agreement (including any partner, member, shareholder, director, officer, employee or other beneficial owner of any party, in its own capacity as such or in bringing a derivative action on behalf of a party) shall have any standing as third-party beneficiary with respect to this Agreement or the transactions contemplated by this Agreement.

11.6 No Personal Liability of Directors, Officers, Owners, Etc. No director, officer, employee, incorporator, shareholder, managing member, member, general partner, limited partner, principal or other agent of any of the Investor or the Company shall have any liability for any obligations of the Investor or the Company, as applicable, under this Agreement or for any claim based on, in respect of, or by reason of, the respective obligations of the Investors or the Company, as applicable, under this Agreement. Each party hereby waives and releases all such liability. This waiver and release is a material inducement to each party’s entry into this Agreement.

11.7 Entire Agreement. This Agreement (including the exhibits hereto), the Registration Rights Agreement and the Investor Rights Agreement, constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof.

11.8 Notices. Except as otherwise provided in this Agreement, all notices, requests, claims, demands, waivers and other communications required or permitted under this Agreement shall be in writing and shall be mailed by reliable overnight delivery service or delivered by hand, facsimile or messenger as follows:

if to the Company:

China MediaExpress Holdings, Inc.

Room 2805

Central Plaza

Wanchai, Hong Kong

Attention: Zheng Cheng and Jacky Lam

Facsimile: +852.2827.6099

with a copy to:

Loeb & Loeb LLP

345 Park Avenue

New York, NY 10145, U.S.A.

Attention: Mitchell S. Nussbaum / Frank J. Marinaro

Facsimile: +1.212.656.1349

if to the Investor

Starr Investments Cayman II, Inc.

Bermuda Commercial Bank Building, 5th Floor

19 Par la Ville Road

Hamilton HM 11

Bermuda

Attention: Stuart Osbourne / Jenny Barclay

with a copy to:

Starr Investments Cayman II, Inc.

c/o Beijing C.V. Starr Investment Advisors Limited Shanghai Branch

Suite 4609-4611A, Tower II, Plaza 66,

1266 Nanjing West Road,

Shanghai 200040 People’s Republic of China

Attention: John Lin / Dorothy Dong

Facsimile: +8621.6288.9773

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP

30th Floor, Tower 2, China World Trade Centre

No. 1 Jianguomenwai Avenue

Beijing 100004 People’s Republic of China

Attention: Jon L Christianson

Facsimile: +8610.6535.5577

or in any such case to such other address, facsimile number or telephone as either party may, from time to time, designate in a written notice given in a like manner. Notices shall be deemed given when actually delivered by overnight delivery service, hand or messenger, or when received by facsimile if promptly confirmed.

11.9 Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement shall impair any such right, power, or remedy of such party, nor shall it be construed to be a waiver of or acquiescence to any breach or default, or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default. All remedies, either under this Agreement or by law or otherwise afforded to any holder, shall be cumulative and not alternative.

11.10 Expenses. Each Party shall bear its own expenses incurred on their behalf with respect to this Agreement and the transactions contemplated hereby, except as otherwise provided in Section 7.12.

11.11 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only if such amendment or waiver is in writing and signed, in the case of an amendment, by the Company and the Investor or, in the case of a waiver, by the Party against whom the waiver is to be effective. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securities purchased under this Agreement at the time outstanding, each future holder of all such securities, and the Company.

11.12 Counterparts. This Agreement may be executed in any number of counterparts and signatures may be delivered by facsimile or in electronic format, each of which may be executed by less than all the parties, each of which shall be enforceable against the parties actually executing such counterparts and all of which together shall constitute one instrument.

11.13 Severability. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement and the balance of this Agreement shall be enforceable in accordance with its terms.

11.14 Titles and Subtitles; Interpretation. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. When a reference is made in this Agreement to an Article, Section, Schedule or Exhibit, such reference shall be to an Article, Section, Schedule or Exhibit of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to in this Agreement means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes. Each of the parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if it is drafted by each of the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

	CHINA MEDIAEXPRESS HOLDINGS, INC.


	By:	/s/ Zheng Cheng
		Name: Zheng Cheng
		Title:


	FUJIAN ZONGHENG EXPRESS INFORMATION TECHNOLOGY, LTD.


	By:	/s/ Zheng Cheng
		Name: Zheng Cheng
		Title:


	FUJIAN FENZHONG MEDIA CO., LTD.


	By:	/s/ Zheng Cheng
		Name: Zheng Cheng
		Title:


	ZHENG CHENG


	/s/ Zheng Cheng

	OU WEN LIN


	/s/ Ou Wen Lin

	QINGPING LIN


	/s/ Qingping Lin

[Signature Page to Securities Purchase Agreement]

	THOUSAND SPACE HOLDINGS LIMITED


	By:	/s/ Ou Wen Lin
		Name: Ou Wen Lin
		Title:


	BRIGHT ELITE MANAGEMENT LIMITED


	By:	/s/ Qingping Lin
		Name: Qingping Lin
		Title:


	STARR INVESTMENTS CAYMAN II, INC.


	By:	/s/ Stuart Osborne
		Name: Stuart Osborne
		Title: Director

[Signature Page to Securities Purchase Agreement]

EXHIBIT A

Form of Series A Preferred Certificate of Designations

EXHIBIT B

Form of Registration Rights Agreement

EXHIBIT C

Form of Investor Rights Agreement

EXHIBIT D

Form of Warrant

EXHIBIT E

Form of Legal Opinion of Hankun Law Office

EXHIBIT F

Form of Legal Opinion of Morris, Nichols, Arsht & Tunnell

EXHIBIT G

Form of Legal Opinion of Loeb & Loeb LLP

EXHIBIT H

Form of Legal Opinion of Gallant Y.T. Ho & Co.

EXHIBIT I

Disclosure Letter

EX-99 4 exhibit_c.htm EXHIBIT C - CERTIFICATE OF DESIGNATIONS exhibit_c.htm

EXHIBIT C

CERTIFICATE OF DESIGNATIONS OF

SERIES A PREFERRED STOCK,

PAR VALUE US$0.001 PER SHARE, OF

CHINA MEDIAEXPRESS HOLDINGS, INC.

Pursuant to Sections 151 and 103 of the

General Corporation Law of the State of Delaware

CHINA MEDIAEXPRESS HOLDINGS, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”), certifies that pursuant to the authority contained in its Restated Certificate of Incorporation, as amended from time to time (the “Certificate of Incorporation”), and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Board of the Company has duly approved and adopted the following resolution on January 8, 2010, and the resolution was adopted by all necessary action on the part of the Company:

RESOLVED, that pursuant to the authority vested in the Board by the Certificate of Incorporation and Section 151 of the General Corporation Law of the State of Delaware, the Board does hereby designate, create, authorize and provide for the issue of one million (1,000,000) shares of Preferred Stock, with a par value of US$0.001, and having the voting powers and such designations, preferences and relative, participating, optional and other special rights, and qualifications, limitations and restrictions that are set forth in this resolution of the Board pursuant to authority expressly vested in it by the provisions of the Certificate of Incorporation and hereby constituting an amendment to the Certificate of Incorporation as follows:

1. The designation of the series of preferred stock of the Company is “Series A Preferred Stock,” par value US$0.001 per share (the “Series A Preferred Stock”). Series A Preferred Stock shall be perpetual.

2. Number of Shares. The authorized number of shares of Series A Preferred Stock is one million (1,000,000).

3. Defined Terms and Rules of Construction.

(a) Definitions. Unless otherwise defined herein, as used herein with respect to Series A Preferred Stock:

“Board” shall mean the board of directors of the Company.

“Business Day” shall mean a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is not a day on which banking institutions in New York, New York generally are authorized or obligated by law, regulation or executive order to close.

“Bylaws” shall mean the Amended and Restated Bylaws of the Company in effect on the date hereof, as they may be amended from time to time.

“Capital Stock” shall mean any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (in each case however designated) stock issued by the Company.

“Commission” shall mean the U.S. Securities and Exchange Commission, including the staff thereof.

“Certificate of Designations” shall mean this Certificate of Designations relating to Series A Preferred Stock, as it may be amended from time to time.

“Common Stock” shall mean the common stock, par value US$0.001 per share, of the Company.

“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended and the rules and regulations promulgated by the SEC thereunder.

“Junior Stock” shall mean Common Stock and any other class or series of Capital Stock that ranks junior to Series A Preferred Stock as to the distribution of assets on any liquidation, dissolution or winding up of the Company.

“Original Issuance Date” shall mean January 28, 2010.

“Per Share Issuance Price” shall mean US$30.

“PRCCo” shall mean Fujian Fenzhong Media Co., Ltd., a limited liability company operating in the media business established in the People’s Republic of China (the “PRC”).

“Purchase Agreement” shall mean the securities purchase agreement dated January 12, 2010 entered into by and among the Company, Starr Investments Cayman II, Inc. (the “Investor”) and other parties, according to which, the Company agreed to sell to the Investor 1,000,000 shares of Series A Preferred Stock and warrants entitling the Investor to purchase 1,545,455 shares of Common stock (the “Stock Purchase”).

“SEC” shall mean the U.S. Securities and Exchange Commission or any other U.S. federal agency then administering the Securities Act or Exchange Act.

“Securities Act” shall mean the U.S. Securities Act of 1933, as amended and the rules and regulations of the SEC thereunder.

“Series A Ownership Percentage” with respect to any Person, as of a particular date of determination, shall mean the percentage determined by a fraction, the numerator of which is the sum of the number of (i) shares of Common Stock held by such Person plus (ii) shares of Common Stock issuable upon (x) the conversion of any shares of Series A Preferred Stock or (y) the exercise of any warrants of the Company, in each case, owned by such Person, and the denominator of which is the total number of shares of Common Stock issued and outstanding, on a fully-diluted and as-converted basis as of the date of determination.

“VIE Agreements” shall mean all the agreements, contracts and instruments enabling the WFOE to effect control over and consolidate with its financial statements the PRCCo.

“WFOE” shall mean Fujian Zhongheng Express Information Technology Ltd., a limited liability company established in the PRC and a wholly owned Subsidiary of the Company.

(b) Rules of Construction. Unless the context otherwise requires: (i) a term has the meaning assigned to it herein; (ii) an accounting term not otherwise defined herein has the meaning accorded to it in accordance with generally accepted accounting principals in effect from time to time in the United States, applied on a consistent basis; (iii) words in the singular include the plural, and in the plural include the singular; (iv) “or” is not exclusive; (v) “will” shall be interpreted to express a command; (vi) “including” means including without limitation; (vii) provisions apply to successive events and transactions; (viii) references to any Section or clause refer to the corresponding Section or clause, respectively,

of this Certificate of Designations; (ix) any reference to a day or number of days, unless expressly referred to as a Business Day, shall mean the respective calendar day or number of calendar days; (x) references to sections of or rules under the Exchange Act shall be deemed to include substitute, replacement or successor sections or rules, and any term defined by reference to a section of or rule under the Exchange Act shall include Commission and judicial interpretations of such section or rule; (xi) headings are for convenience only.

4. Liquidation Rights.

(a) Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the Company (a “Liquidation Event”), whether voluntary or involuntary, holders of Series A Preferred Stock shall be entitled to receive for each share of Series A Preferred Stock, out of the assets of the Company or proceeds thereof (whether capital or surplus) available for distribution to shareholders of the Company, and after satisfaction of all liabilities and obligations to creditors of the Company, before any distribution of such assets or proceeds is made to or set aside for the holders of Junior Stock, an amount (the “Liquidation Preference”) equal to the greater of (1) the sum of US$30 per share and (2) the per share amount of all cash, securities and other property (such securities or other property having a value equal to its fair market value as reasonably determined by the Board) to be distributed in respect of Common Stock such holder would have been entitled to receive had it converted such Series A Preferred Stock immediately prior to the date fixed for such liquidation, dissolution or winding up of the Company.

(b) Partial Payment. If in connection with any distribution described in Section 4(a) above the assets of the Company or proceeds thereof are not sufficient to pay the Liquidation Preference in full to all holders of Series A Preferred Stock, the amounts paid to the holders of Series A Preferred Stock shall be paid pro rata in accordance with the respective aggregate Liquidation Preferences of the holders of Series A Preferred Stock.

5. Conversion.

(a) Mechanics. Each share of Series A Preferred Stock may be converted on any date, from time to time, at the option of the holder thereof, into the number of shares of Common Stock (the “Per Share Amount”) equal to the quotient of (i) the Per Share Issuance Price divided by (ii) the Conversion Price (as defined below) in effect at such time (a “Conversion”). The “Conversion Price” shall initially be US$10.00, and shall be subject to adjustment as provided in Sections 5(c) – 5(d) below.

The right of conversion attaching to any shares of Series A Preferred Stock may be exercised by the holders thereof by delivering the shares to be converted to the office of the Company, accompanied by a duly signed and completed notice of conversion in the form attached as Exhibit A. The conversion date shall be the date on which the shares of Series A Preferred Stock and the duly signed and completed notice of conversion are received by the Company. The Person entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of such conversion date, and such Person or Persons shall cease to be a record holder of Series A Preferred Stock on that date. As promptly as practicable on or after the

conversion date (and in any event no later than three (3) Business Days thereafter), the Company shall issue the number of whole shares of Common Stock issuable upon conversion. Such delivery shall be made, at the option of the applicable holder, in certificated form (with appropriate legends, if necessary) or by book-entry, if permissible by law. Any such certificate or certificates shall be delivered by the Company to the appropriate holder on a book-entry basis or by mailing certificates evidencing the shares to the holders at their respective addresses as set forth in the conversion notice.

(b) Mandatory Conversion. Each share of Series A Preferred Stock shall be mandatorily converted into an appropriate number of shares of Common Stock in accordance with Section 5(a) above upon the earliest to occur of (i) the date that is four (4) years after the Original Issuance Date, (ii) the market capitalization of the Company equals or exceeds US$1.2 billion, or (iii) the closing price of Common Stock has been at least US$25 per share for any twenty (20) consecutive trading days within a thirty (30) trading day period. .

(c) Adjustment for Stock Dividends, Stock Splits and Combinations. If the Company shall at any time or from time to time after the Original Issuance Date effect a subdivision of the outstanding Common Stock or a stock dividend, distribution, recapitalization or similar event, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreased. If the Company shall at any time or from time to time after the Original Issuance Date combine the outstanding shares of Common Stock, the Conversion Price then in effect immediately before the combination shall be proportionately increased. Any adjustment under this Section 5(c) shall become effective at the close of business on the date the subdivision or combination becomes effective.

(d) Adjustment for Merger or Reorganization, etc. In the case of any consolidation or merger of the Company (a “Merger”) with or into another corporation (a “Third Party Acquiror”) (except one in which the holders of Capital Stock of the Company immediately prior to such Merger continue to hold a majority of the voting power of the capital stock of the surviving or acquiring corporation (on a fully diluted basis) immediately after such Merger), each share of Series A Preferred Stock that remains outstanding immediately prior to the effective date of such Merger (the “Effective Date”) shall thereafter be convertible (or shall be converted into or exchanged for a security which shall be convertible) into the kind and amount of shares of stock or other securities or property to which a holder of the number of shares of Common Stock deliverable upon conversion of one share of Series A Preferred Stock would have been entitled upon such Merger (“Conversion Option”); provided, however, that should any holder of Series A Preferred Stock notify the Company not later than twenty (20) Business Days after the first public announcement by the Company that it has entered into a definitive agreement (a “Definitive Agreement”) with respect to such Merger that such holder does not wish for one or more of its shares to be treated in the manner of the Conversion Option, such holder shall, at the sole option of the Third Party Acquiror, upon the effectiveness of the Merger (i) receive, without interest cash in an amount equal to the number of shares of Common Stock into which the number of shares of Series A Preferred Stock designated in such holder’s notice would have been converted effective immediately prior to the effective date of the conversion or merger multiplied by the fair market value of the consideration per share of Common Stock issuable to each other holder of shares of Common Stock in connection with such consolidation or merger, which fair market value, (1) in the case of publicly-traded equity securities to be issued in the Merger the amount of which is to be determined based on a fixed

exchange ratio, shall be equal to the average closing price of such securities during the twenty (20) consecutive trading days before and excluding the Effective Date, as reported by the primary exchange or quotation system on which such securities are traded, (2) in the case of publicly-traded equity securities to be issued in the Merger the amount of which is to be determined with reference to an average trading price per share for such equity securities determined over a specified time period before the Effective Date, shall be equal to such average trading price, (3) in the case of any other securities or property, shall be valued using customary commercial valuation methods without giving any effect to discounts for illiquidity, restrictions on transfer or minority ownership status, and (4) in the case of publicly-traded equity securities or other securities or property to be issued in the Merger together with cash, shall be the sum of the actual cash amount plus the fair market value of such equity securities determined as provided in the preceding clauses (1), (2) or (3), as applicable; or (ii) be convertible into the kind and amount of shares of stock or other securities of the Third Party Acquiror with rights, privileges and preferences commensurate with the rights, preferences and privileges of Series A Preferred Stock, with the Conversion Price and other terms of Series A Preferred Stock (excluding the Liquidation Preference or Per Share Issuance Price) proportionally adjusted to give effect to the relative stock prices of the Company and the Third Party Acquiror as of immediately before the Effective Date, and upon the effectiveness of the Merger such shares of Series A Preferred Stock shall be cancelled. The Third Party Acquiror shall notify each holder of Series A Preferred Stock of its election to offer the consideration described in clause (i) or (ii) of this Section 5(d) not later than five (5) Business Days after the first public announcement by the Company that it has entered into a definitive agreement with respect to such Merger. If the Third Party elects to provide the consideration in clause (ii), it shall include in its notice the form of the new security to be issued.

(e) Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price pursuant to Section 5(c) – 5(d), the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms of this Section 5 and furnish to each holder of Series A Preferred Stock a certificate setting forth the adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time of any holder of Series A Preferred Stock, furnish or cause to be furnished to such holder a similar certificate setting forth (i) such adjustments and readjustments, (ii) the Conversion Price then in effect, and (iii) the number of shares of Common Stock which would then be received upon conversion of Series A Preferred Stock.

(f) Successive Adjustments. The provision for adjustments in Sections 5(c) – 5(d) shall apply in each successive instance in which an adjustment is required thereby.

(g) Fractional of Shares. No fractional shares of Common Stock shall be issued by the Company upon conversion of Series A Preferred Stock. All shares of Common Stock (including fractions thereof) issuable upon Conversion of more than one share of Series A Preferred Stock represented by a single certificate shall be aggregated for purposes of determining whether the Conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the Conversion would result in the issuance of any fractional share, the Company shall, in lieu of issuing any fractional share, pay cash in an amount equal to the product of such fraction multiplied by the Common Stock’s fair market

value (as determined by the Board) on the date of Conversion and shall pay such amount concurrently with the delivery of certificates representing the shares of Common Stock issued upon such Conversion.

(h) Common Stock Reserved for Issuance. The Company shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely for issuance upon the conversion of Series A Preferred Stock, such number of shares of Common Stock as shall from time to time be issuable upon the conversion of all the shares of Series A Preferred Stock then outstanding. Any shares of Common Stock issued upon conversion of Series A Preferred Stock shall be (i) duly authorized, validly issued and fully paid and nonassessable, (ii) shall rank pari passu with the other shares of Common Stock outstanding from time to time and (iii) shall be approved for listing on the principal national securities exchange on which Common Stock is listed or admitted to trading.

(i) No Impairment. The Company shall not avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but shall at all times in good faith assist in carrying out all such actions as may be reasonably necessary or appropriate in order to protect the conversion rights of the holders of Series A Preferred Stock against impairment.

(j) Taxes. The Company shall pay any and all transfer taxes that may be payable in respect of the issue or delivery of shares of Common Stock on conversion of Series A Preferred Stock. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock in a name other than that in which Series A Preferred Stock so converted were registered, and no such issue or delivery shall be made unless and until the Person requesting such issue has paid to the Company the amount of any such tax, or has established to the satisfaction of the Company that such tax has been paid.

6. Voting Rights.

(a) General.The holders of shares of Series A Preferred Stock shall be entitled to vote with the holders of shares of Common Stock on all matters submitted to a vote of shareholders of the Company. Each holder of shares of Series A Preferred Stock shall be entitled to the number of votes, rounded down to the nearest whole number, equal to the number of shares of Common Stock into which all shares of Series A Preferred Stock held of record by such holder could then be converted pursuant to Section 5 at the record date for the determination of the shareholders entitled to vote on such matter (or, if no such record date is established, at the date such vote is taken or any written consent of shareholders is first executed), multiplied by a fraction, the numerator of which shall equal US$10 and the denominator of which shall equal the closing price of Common Stock on the NYSE Amex LLC on the date of the Purchase Agreement.. The holders of shares of Series A Preferred Stock shall be entitled to notice of any meeting of shareholders of the Company in accordance with the Bylaws.

(b) Class Voting Rights as to Particular Matters.For so long as the Investor’s Series A Ownership Percentage is greater than or equal to 3% (the “Preferred Threshold”), the affirmative vote or consent of the holder(s) of at least a majority of shares of Series A Preferred Stock then outstanding shall be necessary for effecting any of the actions described in clauses (1) through (3) below:

(1) any amendment, alteration or repeal of any provision of the Certificate of Incorporation or the Certificate of Designations or the Bylaws of the Company or those of its Subsidiaries so as to adversely affect the relative rights, preferences, privileges or voting powers of Series A Preferred Stock or Section 6(c) below relating to the Preferred Director (as defined below); or

(2) any increase or decrease the total number of authorized shares of Series A Preferred Stock; or

(3) any material amendments to the VIE Agreements.

(c) Preferred Director.The holders of Series A Preferred Stock, voting separately as a class, shall be entitled at each annual meeting of the stockholders of the Company or at any special meeting called for the purpose of electing directors to elect one (1) director to the Board (the “Preferred Director”) for so long as the Investor maintains the Preferred Threshold. The initial Preferred Director shall be the Person designated by the Investor on the Original Issuance Date, who shall take office effective as of the Original Issuance Date, and shall serve until his or her successor is duly appointed. A Preferred Director may only be removed and replaced by the holders of at least of a majority of shares of Series A Preferred Stock then outstanding, at a vote of the then outstanding shares of Series A Preferred Stock, voting as a single class, at a meeting called for such purpose (or by written consent in lieu of such a meeting). In the event any Preferred Director shall resign prior to the expiration of the term for which he is elected to serve on the Board, then the holders of Series A Preferred Stock shall have the right to nominate for election by the Board a replacement, provided that the holders of Series A Preferred Stock are entitled to elect such Preferred Director pursuant to this Certificate of Designations.

Notwithstanding anything to the contrary, if the holders of Series A Preferred Stock shall cease to have the right to appoint the Preferred Director pursuant to the terms hereof: (i) the Preferred Director shall promptly submit his or her resignation and the other directors of the Board shall decide, by the affirmative vote of a majority of such directors, whether to accept such resignation and, if such resignation is accepted, whether to decrease the size of the Board to eliminate such vacancy in accordance with the Company’s Bylaws; and (ii) Section 6(c) shall have no further force and effect.

7. Notices All notices or communications in respect of Series A Preferred Stock shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed facsimile, on the next Business Day, (iii) five days after having been sent by registered or certified U.S. mail, return receipt requested,

postage prepaid, or (iv) one Business Day after deposit with a nationally recognized overnight courier, specifying next day delivery, with verification of receipt. All notices to holders of Series A Preferred Stock shall be addressed to the holders of record at the address of such holders appearing on the books of the Company and if any such holder of record has provided the Company with the address of its counsel in writing, a copy of such notice shall be delivered to such counsel at such address.

8. Replacement Certificates. The Company shall replace any mutilated certificate at the holder’s expense upon surrender of that certificate to the Company. The Company shall replace any certificate that become destroyed, stolen or lost at the holder’s expense upon delivery to the Company of reasonably satisfactory evidence that the certificate has been destroyed, stolen or lost.

9. Severability of Provisions. If any right, preference or limitation of Series A Preferred Stock set forth herein is invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other rights, preferences and limitations set forth in this resolution, which can be given effect without the invalid, unlawful or unenforceable right, preference or limitation shall, nevertheless, remain in full force and effect, and no right, preference or limitation herein set forth shall be deemed dependent upon any other such right, preference or limitation unless so expressed.

IN WITNESS WHEREOF, the Company has caused this Certificate of Designations to be duly executed and acknowledged by its undersigned duly authorized officer this 28th day of January, 2010.

		CHINA MEDIAEXPRESS HOLDINGS, INC.
	By:	/s/ Zheng Cheng
		Name: Zheng Cheng
		Title: Chief Executive Officer

[Signature Page to Certificate of Designations]

Exhibit A

FORM OF CONVERSION NOTICE

Date: __________

To: China MediaExpress Holdings, Inc.

Reference is hereby made to the Certificate of Designations of China MediaExpress Holding, Inc. dated __________ (the “Certificate of Designations”). Capitalized terms used herein, unless defined otherwise, shall have the meanings ascribed to them in the Certificate of Designations.

The undersigned hereby elects to convert __________shares of Series A Preferred Stock into __________shares of Common Stock pursuant to the Certificate of Designations.

Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:


	(Name)

Please issue a new certificate(s) for the unconverted portion of the attached share certificate(s) in the name of the undersigned or in such other name as is specified below:


Name:

EX-99 5 exhibit_d.htm EXHIBIT D - WARRANT TO PURCHASE SHARES OF COMMON STOCK exhibit_d.htm

EXHIBIT D

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE WARRANT UNDER SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

No. W - 1

Warrant to Purchase 1,545,455 Shares of

Common Stock (subject to adjustment)

WARRANT TO PURCHASE SHARES OF COMMON STOCK

CHINA MEDIAEXPRESS HOLDINGS, INC.

Void after January 27, 2015

This certifies that, for value received, Starr Investments Cayman II, Inc., or its registered assigns (“Holder”) is entitled, subject to the terms set forth below, to purchase from China MediaExpress Holdings, Inc., a Delaware corporation (the “Company”), 1,545,455 shares (the “Warrant Shares”) of the common stock, par value US$0.001 per share, of the Company (the “Common Stock”) as constituted on the date hereof (the “Warrant Issue Date”), upon surrender hereof, at the principal office of the Company referred to below, with the subscription form attached hereto duly executed, and simultaneous payment therefor in lawful money of the United States or otherwise as hereinafter provided, at the Warrant Exercise Price as set forth in Section 1.1 below. The number, character and Warrant Exercise Price of such shares of common stock are subject to adjustment as provided below. The term “Warrant” as used herein shall include this Warrant, and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in Section 2 of that certain Securities Purchase Agreement between the Company, the Investor (as defined therein) and the other parties thereto as described therein, dated as of January 12, 2010, as the same may from time to time be amended, modified or supplemented (the “Purchase Agreement”). The holder of this Warrant is subject to certain restrictions set forth in the Purchase Agreement and shall be entitled to certain rights and privileges set forth in the Purchase Agreement. This Warrant evidences all of the Warrants referred to as the “Purchased Warrants” in the Purchase Agreement.

All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Purchase Agreement.

1.	TERMS AND EXERCISE OF WARRANT.

1.1 Exercise Price. The exercise price at which this Warrant may be exercised shall be US$6.47 per Common Share (the “Warrant Exercise Price”), subject to the adjustments provided in Section 2 and in the last sentence of this Section 1.1. The Company

in its sole discretion may lower the Warrant Exercise Price at any time prior to the Expiration Date.

1.2 Duration of Warrants. Except as set forth in this Section 1.2, this Warrant may be exercised, in whole or in part, during the period (“Exercise Period”) commencing on the Warrant Issue Date, and terminating at 5:00 p.m., New York city time on the earlier to occur of (a) the date five (5) years after the Warrant Issue Date or (b) the date fixed for redemption of the Warrants as provided in Section 4 of this Agreement (“Expiration Date”). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights in respect thereof shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that any extension of the duration of the Warrants must apply equally to all of the Warrants.

1.3 Exercise of Warrants

1.3.1 Payment. The purchase rights represented by this Warrant may be exercised in full or in part at any time and from time to time, prior to the Expiration Date by the Holder by the surrender of this Warrant and the Notice of Exercise annexed hereto as Exhibit A duly completed and executed on behalf of the Holder, at the headquarters of the Company (as set forth in the notice provisions hereof), upon payment in full (i) in cash or by check acceptable to the Company, (ii) by cancellation by the Holder of indebtedness or other obligations of the Company to the Holder, or (iii) by a combination of (i) and (ii), of the Warrant Exercise Price for each whole share of Common Stock as to which the Warrant is exercised.

1.3.2 Issuance of Certificates. This Warrant shall be exercisable, at the election of the holders thereof, either in full or in part from time to time. As soon as practicable, and in any event within five (5) days after the exercise of this Warrant and the clearance of the funds in payment of the Warrant Exercise Price, the Company shall issue to the registered holder of this Warrant a certificate or certificates for the number of full shares of Common Stock to which he is entitled, registered in such name or names as may be directed by him, her or it, and if this Warrant shall not have been exercised in full, a new countersigned Warrant for the number of shares as to which this Warrant shall not have been exercised.

1.4 Valid Issuance. The Company covenants that all shares of Common Stock issued upon the proper exercise of this Warrant shall be (i) duly authorized, validly issued and fully paid and nonassessable, (ii) shall rank pari passu with the other shares of Common Stock outstanding from time to time and (iii) shall be approved for listing on the principal national securities exchange on which Common Stock is listed or admitted to trading. The Company agrees that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock upon the exercise of this Warrant.

1.5 Date of Issuance. Each person in whose name any such certificate for shares of Common Stock is issued shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Exercise Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

2.	ADJUSTMENTS.

2.1 Stock Dividends — Split-Ups. If after the date hereof, and subject to the provisions of Section 2.6 below, the number of outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock, or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Common Stock issuable on exercise of this Warrant shall be increased in proportion to such increase in outstanding shares of Common Stock.

2.2 Extraordinary Dividend. If the Company, at any time while this Warrant is outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities, or other assets to the holders of Common Stock (or shares of the Company’s Capital Stock into which this Warrant is convertible), then upon the exercise of this Warrant, the registered holder shall be entitled to either:

(i) a proportionate share of any such dividend as if the shares of Common Stock purchased upon exercise hereof by such registered holder had been purchased and outstanding on the record date fixed for the determination of the holders of Common Stock entitled to receive such dividend; or

(ii) an adjustment of the Warrant Exercise Price in accordance with the formula as set forth below:

	E'=	E	X	M - F
				M

where:

E'	=	the adjusted Warrant Exercise Price.

E	=	the current Warrant Exercise Price.

M	=	the volume-weighted average closing price of Common Stock for the thirty (30) Trading Days immediately prior to the record date

the fair market value on the record date of the assets, securities, rights or warrants applicable to one share of Common Stock. The board of directors of the Company shall determine the fair market value in good faith.

The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of the holders of Common Stock entitled to receive the distribution.

2.3 Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 2.6, the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of this Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.

2.4 Adjustments in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in Section 2.1 and 2.3 above, the Warrant Exercise Price shall be adjusted (to the nearest cent) by multiplying such Warrant Exercise Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter.

2.5 Replacement of Securities upon Reorganization, Etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 2.1 or 2.3 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holder shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised this Warrant immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 2.1 or 2.3, then such adjustment shall be made pursuant to Sections 2.1, 2.3 and this Section 2.5. The provisions of this Section 2.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

2.6 Notices of Changes in Warrant. Upon every adjustment of the Warrant Exercise Price or the number of shares issuable upon exercise of a Warrant, the Company shall give written notice thereof to the Holder, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 2.1, 2.2, 2.3 or 2.5, then, in any such event, the Company shall give written notice to the Holder, at the last address set forth for such holder in the warrant register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.

2.7 No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional shares upon exercise of this Warrant. If, by reason of any adjustment made pursuant to this Section 2, the holder of this Warrant would be entitled, upon the exercise of this Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round up to the nearest whole number the number of the shares of Common Stock to be issued to the Warrant holder.

2.8 Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 2, and Warrant issued after such adjustment may state the same Warrant Exercise Price and the same number of shares as is stated in the Warrant initially issued pursuant to this Agreement. However, the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.

2.9 Other Dilutive Events. In case any event shall occur as to which the provisions of this Section 2 are not strictly applicable but the failure to make any adjustment would not fairly protect the purchase rights represented by the Warrants in accordance with the essential intent and principles of such provisions, then, in each such case, the Company shall make a good faith adjustment to the number of shares of Common Stock issuable on exercise of each Warrant in accordance with the intent of this Section 2 and, upon the written request of the registered holders of a majority in interest of the Warrants, shall appoint a firm of independent certified public accountants of recognized national standing (which may be the regular auditors of the Company), which shall give its opinion upon the adjustment, if any, on a basis consistent with the essential intent and principles established in this Section 2, necessary to preserve, without dilution, the purchase rights represented by these Warrants. Upon receipt of such opinion, the Company shall promptly mail a copy thereof to the registered holder of each Warrant and shall make the adjustments described therein.

2.10 No Impairment. The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Section 2 and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the registered holders of the Warrants against impairment.

3.	TRANSFER AND EXCHANGE OF WARRANTS.

3.1 Warrant Register. The Company will maintain a register (the “Warrant Register”) containing the names and addresses of the Holder or Holders. Any Holder of this Warrant or any portion thereof may change his or her address as shown on the Warrant Register by written notice to the Company requesting such change. Any notice or written communication required or permitted to be given to the Holder may be delivered or given by mail to such Holder as shown on the Warrant Register and at the address shown on the Warrant Register. Until this Warrant is transferred on the Warrant Register of the Company, the Company may treat the Holder as shown on the Warrant Register as the absolute owner of this Warrant for all purposes, notwithstanding any notice to the contrary.

3.2 Warrant Agent. The Company may, by written notice to the Holder, appoint an agent for the purpose of maintaining the Warrant Register referred to in Section 3.1 above, issuing the Common Stock or other securities then issuable upon the exercise of this Warrant, exchanging this Warrant, replacing this Warrant, or any or all of the foregoing. Thereafter, any such registration, issuance, exchange, or replacement, as the case may be, shall be made at the office of such agent.

3.3 Transferability and Nonnegotiability of Warrant. This Warrant shall be freely transferable. This Warrant may not be transferred or assigned in whole or in part without compliance with all applicable federal and state securities laws by the transferor and the transferee. Subject to the provisions of this Warrant with respect to compliance with the Securities Act of 1933, as amended (the “Act”), title to this Warrant may be transferred by endorsement (by the Holder executing the Assignment Form annexed hereto as Exhibit B) and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery.

3.4 Exchange of Warrant upon a Transfer. On surrender of this Warrant for exchange, properly endorsed on the Assignment Form and subject to the provisions of this Warrant with respect to compliance with the Act and with the limitations on assignments and transfers contained in this Section 3, the Company at its expense shall issue to or on the order of the Holder a new warrant or warrants of like tenor, in the name of the Holder or as the Holder may direct, for the number of shares issuable upon exercise hereof.

3.5 Compliance with Securities Laws.

3.5.1 The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof or conversion thereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Act or any state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the

Holder’s own account and not as a nominee for any other party, for investment; and not with a view toward distribution or resale.

3.5.2 This Warrant and all shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws):

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES AND ANY SECURITIES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND APPLICABLE LAWS. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.

4.	REDEMPTION.

4.1 Redemption. Subject to Sections 5.4 and 5.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time, at the office of the Warrant Agent, upon the notice referred to in Section 4.2 hereof at a redemption price of $.01 per Warrant (the “Redemption Price”), provided that the last sales price of Common Stock has been at least $14 per share (the “Trigger Price”), for any twenty (20) consecutive Trading Days within a thirty (30) Trading Day period ending on the third Business Day prior to the date on which notice of redemption is given; and provided, further, that there is an effective registration statement with respect to the Common Stock to enable the exercise of the Warrant during the Exercise Period as set forth in Section 1.2 hereof. In the event of any adjustment to the Warrant Exercise Price or the number of shares of Common Stock issuable on exercise of each Warrant as provided in Section 5, a proportional adjustment shall be made to the Trigger Price.

4.2 Date Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants, the Company shall fix a date for the redemption. Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than sixty (60) days prior to the date fixed for redemption to the registered holders of the Warrants to be redeemed at their last addresses as they shall appear on the Warrant Register. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder received such notice.

4.3 Exercise after Notice of Redemption. The Warrants may be exercised in accordance with Section 1 of this Agreement at any time after notice of redemption shall have been given by the Company pursuant to Section 4.2 hereof and prior to the time and date fixed for redemption. On and after the redemption date, the record holder of the

Warrants shall have no further rights except to receive, upon surrender of the Warrant, the Redemption Price.

4.4 Outstanding Warrants only; Registration or Qualification of Common Stock. The Company understands that the redemption rights provided for by this Section 4 apply only to outstanding Warrants. To the extent a person holds rights to purchase Warrants, such purchase rights shall not be extinguished by redemption. However, once such purchase rights are exercised, the Company may redeem the Warrants issued upon such exercise provided that the criterion for redemption is met. In the event that the common stock issuable upon exercise of the Warrants has not been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the Warrants, the Company will not have the right to redeem the Warrants.

5.	OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS.

5.1 No Rights as Stockholder. Subject to Section 2 and 4.3 hereof, a Warrant does not entitle the registered holder thereof to any of the rights of a stockholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other matter.

5.2 Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company shall, at the request of the Holder, forthwith issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.

5.3 Reservation of Common Stock. The Company shall at all times reserve and keep available, free and clear of all liens, security interests, charges and other encumbrances or restrictions on sale, free from preemptive rights, a number of its authorized but unissued shares of Common Stock that will be sufficient to satisfy its obligation to issue shares upon exercise of all outstanding Warrants and, from time to time, will take all steps necessary to amend its Certificate of Incorporation to provide sufficient reserves of shares of Common Stock issuable upon exercise of the Warrants.

5.4 Registration of Common Stock. Upon exercise of this Warrant, the Holder shall have and be entitled to exercise, the rights of registration granted under the Registration Rights Agreement with respect to the shares of common stock issuable upon exercise of this Warrant).

5.5 Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be attributable to the issuance and registration of shares of Common Stock upon the exercise of Warrants.

6.	MISCELLANEOUS PROVISIONS.

6.1 Successors. All the covenants and provisions of this Warrant by or for the benefit of the Company or the Holder shall bind and inure to the benefit of their respective successors and assigns.

6.2 Notices.

6.2.1 Whenever the Warrant Exercise Price or number of shares purchasable hereunder shall be adjusted pursuant to Section 2 hereof, the Company shall issue a certificate signed by its Chief Financial Officer setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Warrant Exercise Price and number of shares purchasable hereunder after giving effect to such adjustment, and shall cause a copy of such certificate to be mailed (by first-class mail, postage prepaid) to the Holder of this Warrant.

6.2.2 In case:

6.2.2.1 of the Company taking a record of the holders of its Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant) for the purpose of entitling them to receive any dividend or other distribution, or any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or

6.2.2.2 of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation, or

6.2.2.3 of any voluntary dissolution, liquidation or winding-up of the Company,

then, and in each such case, the Company will mail or cause to be mailed to the Holder or Holders a notice specifying, as the case may be, (A) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (B) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record-of Common Stock (or such stock or securities at the time receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities)

for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be mailed at least 15 days prior to the date therein specified.

6.2.3 All such notices, advices and communications shall be deemed to have been received (i) in the case of personal or overnight delivery, on the date of such delivery or (ii) if sent by certified mail or private courier service within five days after deposit of such notice, postage prepaid, in each case, addressed as follows.

If to the Company:

China MediaExpress Holdings, Inc

Room 2805

Central Plaza

Wanchai, Hong Kong

Attention: Zheng Cheng and Jacky Lam

Facsimile: +852.2827.6099

with a copy to:

Loeb & Loeb LLP

45 Park Avenue

New York, New York 10154

Attention: Mitchell S. Nussbaum / Frank J. Marinaro

Facsimile: +1-212-656-1349

If to the Holder:

Starr Investments Cayman II, Inc.

Bermuda Commercial Bank Building, 5th Floor

19 Par la Ville Road

Hamilton HM 11

Bermuda

Attention: Stuart Osbourne / Jenny Barclay

With a copy to:

Starr Investments Cayman II, Inc.

c/o Beijing C.V. Starr Investment Advisors Limited Shanghai Branch

Suite 4609-4611A, Tower II, Plaza 66,

1266 Nanjing West Road,

Shanghai 200040 People’s Republic of China

Attention: John Lin / Dorothy Dong

Facsimile: +8621.6288.9773

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP

30th Floor, Tower 2, China World Trade Centre

No. 1 Jianguomenwai Avenue

Beijing 100004 People’s Republic of China

Attention: Jon L Christianson

Facsimile: +8610.6535.5577

6.3 Applicable Law. The validity, interpretation, and performance of this Warrant shall be governed in all respects by the laws of the State of New York, without giving effect to the conflicts of law principle thereof. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Warrant shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenience forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 6.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim.

6.4 Amendment.

6.4.1 Any term of this Warrant may be amended only with the written consent of the Company and the Holder. Any amendment effected in accordance with this Section 6.4 shall be binding upon such Holder, each future holder of the Warrants, and the Company.

6.4.2 No waivers of, or exceptions to, any term, condition or provision of this Warrant, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

6.5 Effect of Headings. The Section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.

6.6 Withholding Rights. Notwithstanding anything to the contrary contained in this Warrant, the Company shall be entitled to deduct and withhold in respect of any amounts paid or deemed to be paid by the Company under this Warrant, such amounts as the Company reasonably determines are required to be deducted and withheld under the Code or any provision of state, local, provincial or foreign tax law; provided that the Person with respect to whom such deduction or withholding would occur shall be entitled to provide the Company with such forms or other documents as may be required in order to claim a reduction of any such deduction or withholding under the applicable tax law. To the extent that any such amounts are so withheld, all appropriate and available evidence of such deduction and withholding, including any receipts or forms required in order for the Person

with respect to whom such deduction and withholding occurred to establish the deduction and withholding and payment to the appropriate taxing authority as being for its account with the appropriate taxing authority, shall be delivered to the Person with respect to whom such deduction and withholding has occurred, and such withheld amounts shall be treated for all purposes as having been delivered and paid to the Person otherwise entitled to the amounts in respect of which such deduction and withholding was made. Notwithstanding the foregoing, the Company, at its option, may require any such amounts required to be deducted and withheld to be reimbursed in cash to the Company by such Person prior to the time when the amounts subject to any such deduction or withholding are paid or are considered to be paid by the Company under the applicable tax law, in which case any such reimbursements received by the Company (net of any Taxes payable by the Company on such reimbursements) shall not be deducted and withheld from any such payments or deemed payments.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, China MediaExpress Holdings, Inc. has caused this Warrant to be executed by its officers thereunto duly authorized.

Dated: January 28, 2010

	CHINA MEDIAEXPRESS HOLDINGS, INC.


	By:	/s/ Zheng Cheng
		Name: Zheng Cheng
		Title:


	STARR INVESTMENTS CAYMAN II, INC.


	By:	/s/ Stuart Osborne
		Name: Stuart Osborne
		Title: Director

[Signature Page to Warrant]

EXHIBIT A

NOTICE OF EXERCISE

To: China MediaExpress Holdings, Inc.

The undersigned hereby (A) elects to purchase ______ shares of Common Stock of China MediaExpress Holdings, Inc, pursuant to the provisions of Section 1.3 of this Warrant, and tenders herewith payment of the purchase price for such shares in full, and/or (B) elects to exercise this Warrant for the purchase of _______ shares of Common Stock, by a cancellation of indebtedness or other obligations pursuant to the provisions of Section 1.3 of this Warrant.

In exercising this Warrant, the undersigned hereby confirms and acknowledges that the shares of Common Stock are being acquired solely for the account of the undersigned and not as a nominee for any other party, and for investment, and that the undersigned will not offer, sell or otherwise dispose of any such shares of Common Stock except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any applicable state securities laws.

3.	Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:


	(Name)

4.	Please issue a new Warrant for the unexercised portion of this Warrant in the name of the undersigned or in such other name as is specified below:


Name:

EXHIBIT B

Date:

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below:

Name of Assignee

Address

No. of Shares

and does hereby irrevocably constitute and appoint _____________ Attorney to make such transfer on the books of China MediaExpress Holdings, Inc., maintained for the purpose, with full power of substitution in the premises.

The undersigned also represents that, by assignment hereof, the Assignee acknowledges that this Warrant and the shares of stock to be issued upon exercise hereof or conversion thereof are being acquired for investment and that the Assignee will not offer, sell or otherwise dispose of this Warrant or any shares of stock to be issued upon exercise hereof or conversion thereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws. Further, the Assignee has acknowledged that upon exercise of this Warrant, the Assignee shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of stock so purchased are being acquired for investment and not with a view toward distribution or resale.

Name:

Dated:

EX-99 6 exhibit_e.htm EXHIBIT E - INVESTOR RIGHTS AGREEMENT exhibit_e.htm

EXHIBIT E

INVESTOR RIGHTS AGREEMENT

by and among

China MediaExpress Holdings, Inc.,

Mr. Zheng Cheng,

Ou Wen Lin,

Qingping Lin,

Thousand Space Holdings Limited,

Bright Elite Management Limited,

and

Starr Investments Cayman II, Inc.

January 28, 2010

TABLE OF CONTENTS

1.	Definitions.	1
2.	Governance Matters.	5
3.	Restrictions on Transfer.	7
4.	Right of First Offer.	8
5.	Tag-along	8
6.	Performance-based Adjustment	9
7.	Put Option	10
8.	Drag-along	11
9.	Other Covenants	12
10.	Earn-out.	14
11.	Legend	14
12.	Miscellaneous	14

INVESTOR RIGHTS AGREEMENT, dated as of January 28, 2010, by and among China MediaExpress Holdings, Inc., a Delaware corporation (the “Company”), Mr. Zheng CHENG, a citizen of the People’s Republic of China (the “PRC” or “China”), identification number 350103197103110058 (the “Founder”), Ou Wen Lin, a citizen of the Republic of Philippines, passport number G15042722, and Qingping Lin, a citizen of the PRC, identification number 350127194911134311, Thousand Space Holdings Limited, a company organized under the laws of the British Virgin Islands (“Thousand”), Bright Elite Management Limited, a company organized under the laws of the British Virgin Islands (“Bright”, together with the Founder, Ou Wen Lin, Qingping Lin and Thousand, the “Sponsor Shareholders”), and Starr Investments Cayman II, Inc., a company organized with limited liability under the laws of the Cayman Islands (the “Investor”).

WHEREAS, the Company, the Sponsor Shareholders, the Investor together with other parties entered into a Securities Purchase Agreement (the “Purchase Agreement”) dated as of January 12, 2010, pursuant to which the Company agreed to sell to the Investor, and the Investor agreed to purchase from the Company, (i) one million (1,000,000) shares of Preferred Stock (the “Purchased Shares”) and (ii) warrants of the Company entitling the Investor to purchase 1,545,455 shares of Common Stock at US$6.47 per share (the “Purchased Warrants”), in each case on the terms and subject to the conditions set forth in the Purchase Agreement (the “Securities Purchase”);

WHEREAS, on the terms and conditions set forth in the Purchase Agreement, the Sponsor Shareholders agreed to transfer to the Investor 150,000 shares of Common Stock (the “Transferred Shares”), and such transfer, the “Stock Transfer,” together with the Securities Purchase, the “Transactions”);

WHEREAS, it is a condition to the closing of the transactions contemplated by the Purchase Agreement that the Company, the Sponsor Shareholders and the Investor enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the agreements contained in this Agreement, and intending to be legally bound by this Agreement, the Company, the Sponsor Shareholders and the Investor agree as follows:

1.	Definitions. As used in this Agreement, the following terms shall have the respective meanings set forth in this Section 1:

“Audited Consolidated Net Profit” shall mean the “Net Income Attributable to the Parent” as calculated and disclosed pursuant to Statement of Financial Accounting Standards (“SFAS”) No. 160, as set forth on the audited consolidated financial statements of the Company prepared in accordance with US GAAP and audited without qualification by a reputable international accounting firm appointed by the Company (but subject to the Investor’s prior written consent, which consent shall not be unreasonably withheld, it being

understood that, for the fiscal year ended December 31, 2009 Deloitte & Touche Tohmatsu shall be acceptable to Investor) (the “Audited Consolidated Financial Statements”), which comprises a part of the Forms 10-K filed with the SEC for the fiscal years ending December 31, 2009, 2010 or 2011, and shall be adjusted to:

(i) add back to the “Net Income Attributable to the Parent” any charges for (a) “acquisition-related costs” as defined in and charged to expense pursuant to SFAS No. 141 (R) and any other fees, expenses or payments to any third party related to the Share Exchange (as defined in the Exchange Agreement), (b) the amortization or intangibles, (c) impairment of goodwill, (d) compensation expense arising from the Earn-out Shares (as defined in the Exchange Agreement) and, any other share-based compensation, each (a)-(d) as it relates to any acquisitions completed in, or pending at the end of, the applicable period (including the Share Exchange), by the Company, the HKCo, the WFOE and the PRCCo;

(ii) add back to the “Net Income Attributable to the Parent” any out of pocket expenses incurred to design, implement and annually assess disclosure controls and procedures and internal controls over financial reporting by the Company or its Subsidiaries as a consequence of the Company’s compliance with the Sarbanes-Oxley Act;

(iii) add back to the “Net Income Attributable to the Parent” any charges for Taxes payable by any of the Company, the HKCo, the WFOE and the PRCCo that are directly attributable to the Share Exchange and that apply to the applicable period; and

(iv) deduct from the “Net Income Attributable to the Parent” the financial statement tax benefit of the amount in (i), (ii) and (iii) above, computed by multiplying the amount of the adjustment in (i), (ii) or (iii) above by the statutory tax rate applicable to the Company or its Subsidiaries that incurred the expense;

provided, however, that if the Company is no longer required or eligible to file a Form 10-K, then the “Net Income Attributable to Parent” as calculated and disclosed pursuant to SFAS No. 160 for any particular fiscal year shall be as set forth on the Audited Consolidated Financial Statements for such fiscal year. For the avoidance of doubt, any non-recurring profit or gain shall not be counted toward the Audited Consolidated Net Profit.

“Board” shall mean the board of directors of the Company.

“Closing” shall have the meaning given to it in the Purchase Agreement.

“Closing Date” shall have the meaning given to it in the Purchase Agreement.

“Closing Price” shall mean, with respect to a share of Capital Stock of a Person, the price per share of the final trade of the Capital Stock on the applicable Trading

Day on the principal national securities exchange on which the Capital Stock is listed or admitted to trading; provided, however, that, if the Capital Stock is not so listed or traded, the Closing Price shall be equal to the fair market value of such share, as determined in good faith by the Board.

“Code” shall mean the Internal Revenue Code of 1986, together with all regulations, rulings and interpretations thereof or thereunder by the Internal Revenue Service.

“Common Stock” shall mean the common stock of the Company, par value US$ 0.001 per share.

“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended and the rules and regulations promulgated by the SEC thereunder.

“FCPA” shall mean the U.S. Foreign Corrupt Practices Act of 1977, as amended.

“Founding Shareholder Ownership Percentage” as of a particular date of determination shall mean the percentage determined by a fraction, the numerator of which is the total number of shares of Common Stock held, directly or indirectly, by such Founding Shareholder and the denominator of which is the aggregate number of shares Common Stock collectively held, directly or indirectly, by all of the Founding Shareholders, in each case on a fully diluted and as-converted basis as of the date of determination. As of the date hereof, and for all purposes herein, such percentages shall be as follows unless revised by written notice to the Investor signed by each of the Founding Shareholders: Mr. Zheng Cheng, 61.17%; Ou Wen Lin, held indirectly through Thousand, 28.22%; and Qingping Lin, held indirectly through Bright, 10.61%.

“Founding Shareholders” shall mean the Founder, Ou Wen Lin and Qingping Lin, and a “Founding Shareholder” shall mean any of them.

“IRR” shall mean, with respect to the Investor’s investment in the Put Shares (as of any given determination date of the Put Price with respect to the exercise of the Put Option) (calculated in U.S. dollars), the annual discount rate at which the net present value of all capital in-flows relating to such investment in the Put Shares at the time of the Closing is equal to the net present value of all cash out-flows from such investment in the Put Shares at the time of the Closing.

“Investor Ownership Percentage” as of a particular date of determination shall mean the percentage determined by a fraction, the numerator of which is the sum of the number of (i) shares of Common Stock held by the Investor plus (ii) shares of Common Stock issuable upon the conversion of the Purchased Shares or the exercise of the Purchased Warrants, and the denominator of which is the total number of shares of Common Stock issued and outstanding, on a fully-diluted and as-converted basis as of the date of determination.

“Lock-up Agreement” shall have the meaning given to it in the Share Exchange Agreement.

“Per Share Issuance Price” shall, in the case of shares of Preferred Stock, equal US$ 30.00, and, in the case of shares of Common Stock, equal US$ 10.00.

“PRCCo” shall mean Fujian Fenzhong Media Co., Ltd., a limited liability company operating in media business established in the PRC.

“Preferred Stock” shall mean the Series A Preferred Stock of the Company, par value of US$ 0.001 per share.

“Put Price” shall mean, as of any given determination date, the product of the total number of the Put Shares multiplied by the sum of (a) the Per Share Issuance Price plus (b) such amount as would result in an IRR of twenty-three percent (23%) on the Per Share Issuance Price from the date of Closing up to the date of the full payment of all the Put Price, provided that the aggregate Put Price shall be reduced on a dollar for dollar basis to the extent that the Investor has recovered any amounts under Section 11 of the Purchase Agreement, provided further that, in any event, any given reduction shall reduce the Put Price with respect to only one exercise of the Put Right and any further exercise of the Put Right shall only be reduced by any additional amounts recovered by the Investor under Section 12 following the previous exercise of the Put Right. To the extent the Put Right is exercised with respect to a combination of Preferred Stock and Common Stock, the Put Price shall be equal to the sum of the Put Price for each class of Capital Stock calculated separately.

“Put Shares” means such number of shares of Preferred Stock and such number of shares of Common Stock (i) held by the Investor or issuable upon the conversion of Preferred Shares or the exercise of the Purchased Warrants with respect to which the Investor exercises the Put Right under Section 7.1, it being understood that, the Investor may exercise such right in connection with all or any portion of such shares that it holds at such time.

“SEC” shall mean the U.S. Securities and Exchange Commission or any other U.S. federal agency then administering the Securities Act or Exchange Act.

“Securities Act” shall mean the U.S. Securities Act of 1933, as amended and the rules and regulations of the SEC thereunder.

“Share Exchange Agreement” shall mean the share exchange agreement dated May 1, 2009 relating to the acquisition by the Company of all the outstanding capital stock of Hong Kong Mandefu Holdings Ltd..

“Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

“Tag-along Pro Rata Share” shall mean the proportion that the number of the shares of Common Stock held by the Investor (on an as-converted basis) as of the date of the Transfer Notice bears to the aggregate number of shares of the Common Stock held by the Investor (on an as-converted basis) and the Transferring Shareholder as of the date of the Transfer Notice.

“Tax” or “Taxes” shall mean all forms of taxation, whenever created or imposed, and whether of the United States or elsewhere, and whether imposed by a local, municipal, governmental, state, foreign, federal or other Governmental Authority, or in connection with any agreement with respect to Taxes, including all interest, penalties and additions imposed with respect to such amounts.

“Trading Day” shall mean any Business Day on which the Common Stock is traded, or able to be traded, on the principal national securities exchange on which the Common Stock is listed or admitted to trading.

“Transaction Agreements” shall mean this Agreement, the Purchase Agreement, the Certificate of Designations and the Registration Rights Agreement.

“U.S. GAAP” shall mean United States generally accepted accounting principles, as in effect from time to time, applied on a consistent basis.

“Warrants” shall mean (i) 9.055 million redeemable warrants entitling the registered holders thereof to purchase shares of Common Stock at a price of US$5.50 per share; and (ii) 2.1 million redeemable warrants entitling the registered holders thereof to purchase shares of Common Stock at US$1.00 per share. For the avoidance of doubt, Warrants, as used herein, shall exclude the Purchased Warrants.

“WFOE” shall mean Fujian Zongheng Express Information Technology Ltd., a limited liability company established in the PRC and a wholly-owned Subsidiary of the Company.

2.	Governance Matters.

2.1 Preferred Director.

(i) Effective as of the Closing, the Company shall increase the size of the Board by one director. The Investor shall have the right to one (1) director to the Board (the “Preferred Director”), pursuant to the terms hereof or of the Certificate of Designations of Preferred Stock (the “Certificate of Designations”), for so long as the Investor Ownership Percentage is greater than or equal to 3% (the “Preferred Threshold”).

(ii) In the event any Preferred Director shall resign prior to the expiration of the term for which he is elected to serve on the Board, then the Investor shall have the right to nominate for election by the Board a replacement, provided that the Investor is entitled to elect such Preferred Director pursuant to the terms hereof or of the Certificate of Designations. Each of the Sponsor Shareholders shall cause such person designated by the Investor to be appointed to the Board.

(iii) The Investor agrees to use reasonable efforts to cause the individual serving as the Preferred Director to provide the Company, on a timely basis, with any information relating to such individual that the Company may be required to disclose pursuant to applicable law, rules and regulations.

(iv) Upon appointment and election to the Board, (i) the Preferred Director shall serve as a full member of the Board and shall receive the benefit of the same indemnification and other protective agreements (and any related advancement of expenses), indemnification provisions provided in the Company’s Certificate of Incorporation, compensation (whether in the form of cash, equity award or otherwise), expense reimbursement, perquisites and insurance coverage as the other non-employee directors of the Company, and (ii) the Company shall not, without the consent of the Investor, directly or indirectly, amend, alter or repeal any of the provisions of the Certificate of Designations so as to adversely change any of the rights, preferences or privileges of Preferred Stock or Section 4(b) and (c) of the Certificate of Designations relating to the Preferred Director.

(v) Effective as of the Closing and for so long as the Investor is entitled to designate the Preferred Director to the Company, the Investor shall have the right to appoint one (1) director to each of the board of directors of the HKCo, WFOE and PRCCo, and each of the Company and the Sponsor Shareholders shall cause such person designated by the Investor to be appointed to the board of directors of the HKCo effectively as of the Closing and cause such persons designated by the Investor to be appointed to the board of directors of the WFOE and PRCCo respectively within one (1) month after the Closing Date.

(vi) The Investor shall have the right to, and shall have no duty not to (i) invest in or engage in the same or similar business activities or lines of business as the Company, and (ii) do business with any client or customer of the Company and the Company shall not be deemed to have an interest or expectancy in any such activities merely because the Company engages in the same or similar activities. Neither the Investor nor any officer or director thereof nor any of the Preferred Director shall be liable to the Company or its shareholders for breach of any fiduciary duty by reason of any such activities of the Investor or of such person’s participation therein. In the event that the Investor acquires knowledge of a potential transaction or matter, from an independent, third-party source, which may be a corporate opportunity for both the Investor and the Company, the Investor shall have no duty to communicate or present such corporate opportunity to the Company. The Company, to the fullest extent permitted by law, renounces any interest or expectancy in such corporate opportunity and waives any claim that such corporate opportunity should have been presented to the Company. The Investor shall not be liable to the Company or its shareholders for breach of any fiduciary duty as a shareholder of the Company by reason of the fact that the Investor pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or entity or does not present such corporate opportunity to the Company.

2.2 Committee Membership. For so long as the Investor is entitled to designate the Preferred Director pursuant to the terms hereof or of the Certificate of Designations, the Preferred Director or other person designated by the Investor shall be appointed by the Board to sit on each regular committee of the Board, subject to such person satisfying applicable qualifications under applicable law, regulation or stock exchange rules and regulations.

3.	Restrictions on Transfer.

3.1 Investor’s Lock-Up. From the date of the Closing until the date that is six (6) months thereafter, the Investor agrees that, without the prior written consent of the Company (which consent may be given or withheld, or made subject to such conditions as are determined by the Company, in its sole discretion), it will not directly or indirectly sell, transfer, pledge, encumber, assign or otherwise dispose of any Purchased Shares, Purchased Warrants or Transferred Shares or shares of Common Stock issuable upon conversion of any Purchased Shares or exercise of any Purchased Warrants (collectively the “Transaction Shares”) to any Person, or enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers or intends to transfer, in whole or in part, any of the economic or beneficial consequences of ownership of any Transaction Shares, whether any of these transactions are to be settled by delivery of any Transaction Shares, in cash or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales with respect to any Transaction Shares other than (i) to its Affiliates (including commonly controlled or managed investment funds) who execute a written joinder agreement in a form approved by the Company pursuant to which such transferee(s) agree(s) to be bound by the terms hereof; (ii) pursuant to a tender or exchange offer recommended by the Board, (iv) pursuant to a merger or consolidation recommended by the Board in which the Company will not be the surviving entity. Without the prior written consent of the Company, Investor may not, at any time, transfer Preferred Shares to any Person other than an Affiliate of Investor; provided that if at any such time such transferee is no longer an Affiliate of Investor, Investor must ensure that it reacquires the transferred Preferred Shares.

Any purported transfer which is not in accordance with the terms and conditions of the above shall be, to the fullest extent permitted by law, null and void ab initio and, in addition to other rights and remedies at law and in equity, the Company shall be entitled to injunctive relief enjoining the prohibited action.

3.2 Sponsor Shareholders’ Lock-up.

3.2.1 From the date of the Closing until the date that is twelve (12) months thereafter, the Founder agrees that, without the prior written consent of the Investor (which consent may be given or withheld, or made subject to such conditions as are determined by the Investor, in its sole discretion), he will not at any time directly or indirectly sell, transfer, pledge, encumber, assign or otherwise dispose of any share of Common Stock to any Person, or enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers or intends to transfer, in whole or in part, any of the economic or beneficial consequences of ownership of such shares of Common Stock, whether any of these transactions are to be settled by delivery of any such shares of Common Stock, in cash or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales with respect to any security of the Company.

3.2.2 Until the date that is six (6) months from the Date of Delivery (as defined in the Lock-up Agreement), each of Thousand and Bright agrees that it will not violate any of its lock-up obligations under the Lock-up Agreement.

3.2.3 Each of Mr. Ou Wen Lin and Mr. Qingping Lin agrees that he will not at any time directly or indirectly sell, transfer, pledge, encumber, assign or otherwise dispose of any of his equity interest in Thousand and Bright respectively to any Person during the six (6)-month period described in Section 3.2.2 above.

Any purported transfer which is not in accordance with the terms and conditions of above Sections 3.2.1, 3.2.2 and 3.2.3 shall be, to the fullest extent permitted by law, null and void ab initio and, in addition to other rights and remedies at law and in equity, the Investor shall be entitled to injunctive relief enjoining the prohibited action.

4.	Right of First Offer.

4.1 The Investor shall have the right to purchase from the Company an amount of any additional shares of Capital Stock that the Company may propose to issue and sell equal to the Investor Ownership Percentage calculated as of the date of delivery of the Notice of Issuance (as defined below) (the “ROFO Percentage”) to the extent such additional shares of Capital Stock are actually issued.

4.2 In the event the Company proposes to undertake an issuance of any shares of Capital Stock, it shall give the Investor a written notice of its intention, describing the type of the shares to be issued and the price and terms upon which the Company proposes to issue such shares (a “Notice of Issuance”). The Investor shall have twenty-one (21) days from the date of delivery of a Notice of Issuance to the Investor to agree to purchase a portion of such shares equal to the ROFO Percentage (calculated as of the date of delivery of such Notice of Issuance), for the price and upon the terms specified in the Notice of Issuance. On or prior to the expiration of such twenty-one (21) day period, the Investor shall deliver a written notice to the Company stating the quantity of the shares to be purchased by the Investor (the “Investor Response”), which written notice shall be binding on the Company and such Investor subject only to the completion of the issuance of the shares described in the applicable Notice of Issuance.

4.3 The Company shall have one hundred and twenty (120) days following the earlier of (i) the expiration of the twenty-one (21) day period described in Section 4.2 and (ii) the delivery of the Investor Response to sell or enter into an agreement to sell the shares with respect to which the Investor’ right to purchase was not exercised, at a price and upon terms no more favorable than those specified in the Notice of Issuance. If the Company does not sell such shares or enter into an agreement to sell such shares within such one hundred and twenty (120) day period, then the Company shall not thereafter issue or sell any shares without first offering such shares to the Investor in the manner provided in Section 4.2.

4.4 The right of first offer set forth in this Section 4 shall expire at any time the Investor ceases to maintain the Preferred Threshold.

5.	Tag-along.

5.1 If any Founding Shareholder (the “Transferring Shareholder”) proposes to transfer any share of Capital Stock of the Company to any bona fide third party

(the “Transferee”), the Investor shall have the right (the “Tag-Along Right”) but not the obligation to require the Transferring Shareholder to require the Transferee to purchase from the Investor, for the same consideration per share of Common Stock and upon the same terms and conditions as to be paid and given to the Transferring Shareholder up to a maximum of the Tag-along Pro Rata Share of the Offered Shares (“Investor Tag Shares”).

5.2 If the Transferring Shareholder proposes to transfer all or a portion of the shares held by it, it shall send a written notice to the Investor (the “Transfer Notice”), which shall state: (i) the name of the Transferring Shareholder, (ii) the number of the shares (the “Offered Shares”) proposed to be transferred, (iii) the price per share at which the Offered Shares will be offered for sale, which price in each case must be in US$ cash only and may not be in kind (the “Offer Price”).

5.3 Within 30 days following the receipt of the Transfer Notice, if the Investor elects to exercise its Tag-along Right, it shall deliver a written notice of such election to the Transferring Shareholder, specifying the number of the shares of Common Stock with respect to which it has elected to exercise its Tag-along Right. Such notice shall be irrevocable and shall constitute a binding agreement by the Investor to transfer such shares on the terms and conditions set forth in the Transfer Notice.

5.4 For the avoidance of doubt, without the prior written consent of the Company, the Investor shall not be permitted to transfer Preferred Stock pursuant to the Tag-Along Right without converting into Common Stock.

5.5 Where the Investor has properly elected to exercise its Tag-along Right and the proposed Transferee fails to purchase the shares from the Investor, the Transferring Shareholder shall not make the proposed transfer, and if purported to be made, such transfer shall be void.

5.6 For avoidance of doubt, the Investor shall have a Tag-Along Right with respect to any sale of any equity interests of Thousand or Bright by Ou Wen Lin or Qingping Lin, calculating the Investor Tag Shares as if Ou Wen Lin or Qingping Lin, as applicable, were transferring Capital Stock owned by Thousand or Bright, directly on a basis proportional with the disposition of their equity interests of Thousand or Bright.

5.7 The Tag-Along right shall expire at any time the Investor ceases to maintain the Preferred Threshold.

6.	Performance-based Adjustment.

6.1 The parties acknowledge that the Investor’s Percentage Ownership immediately following the Closing is calculated based upon a post-money valuation of US$ 343,462,957 (the “Valuation”) and estimated Audited Consolidated Net Profit for the fiscal years of 2009, 2010 and 2011 as set forth below (each a “Profits Target”):

	Fiscal Year	Audited Consolidated Net Profit
	2009	US$ 42 million
	2010	US$ 55 million

2011

US$ 70 million

6.2 The Company shall and the Sponsor Shareholders shall procure that the Company deliver to the Investor the Audited Consolidated Financial Statements within ninety (90) days after the end of each fiscal year of 2009, 2010 and 2011. If the Audited Consolidated Net Profit for any given year is less than the corresponding Profits Target as set forth in Section 6.1 above, then the Founding Shareholders shall, within thirty (30) after the date of the Audited Consolidated Financial Statements, on a pro rata basis based on their respective Founding Shareholder Ownership Percentage, pay to the Investor an amount in cash in U. S. dollars equal to the amount derived from the formula set forth below (such amount the “Performance Adjustment Amount”):

Performance Adjustment Amount	=	Investor Ownership Percentage	X	(Profits Target – Audited Consolidated Net Profits)	X	Valuation
				Profits Target

6.3 The Investor and the Sponsor Shareholders hereby agree that the payment of any Performance Adjustment Amount shall be treated as an adjustment to the Purchase Price (as defined in the Purchase Agreement) for U.S. federal income tax purposes.

6.4 At the sole option of the Founding Shareholders, the Founding Shareholders may satisfy their obligation to pay the Investor the Performance Adjustment Amount by a transfer of additional shares of Common Stock to the Investor (the “Performance-based Share Transfer”) based on the average of the closing price of Common Stock for the thirty (30)-day period ending three (3) Business Days prior to the date that the Performance based Share Transfer is made, provided, however, that the Performance Adjustment Amount may be satisfied through the Performance-based Share Transfer only to the extent that the aggregate number of shares of Common Stock acquired or acquirable by the Investor from the Transactions together with the number of shares transferred pursuant to the Performance-based Share Transfer does not exceed 19.9% of the total number of shares of Common Stock issued and outstanding as of the date of the Purchase Agreement and any remaining Performance Adjustment Amount shall be paid in cash.

6.5 The Founding Shareholders shall be responsible for any and all documentary, stamp, or similar issue or transfer tax due on any Performance-based Share Transfer pursuant to the Section 6.4 on or prior to the closing of such transfer.

7.	Put Option.

7.1 The Investor shall have the right (the “Put Right”) but not the obligation to sell the Put Shares to the Founding Shareholders at a price equal to the Put Price and the Founding Shareholders shall have the obligation to purchase such Put Shares on a pro rata basis based on Founding Shareholder Ownership Percentage, at the Put Price if:

7.1.1 the Audited Consolidated Net Profit for the fiscal year of 2012 is less than the Audited Consolidated Net Profit for the fiscal year of 2011;

7.1.2 the Company fails to meet 50% of any Profits Target as set forth in Section 6.1 for any of fiscal year 2009, 2010 or 2011; or

7.1.3 the Company or any of the Sponsor Shareholders materially breaches any covenants or agreements set forth in Sections 9 or 10 of the Purchase Agreement or Sections 2, 3, 4, 5, 6 or 9.2 of this Agreement, and fails to rectify such breach to the satisfaction of the Investor within sixty (60) days after the date of the written notice by the Investor.

7.2 The Company shall, and the Sponsor Shareholders shall procure the Company to, immediately upon the occurrence of any of the events as set forth in Sections 7.1.1, 7.1.2 and 7.1.3 deliver a written notice to the Investor. From the date of such delivery or the date the Investor is aware of the occurrence of any such event, the Investor shall have thirty (30) days to deliver a written notice (the “Put Notice”) to the Founding Shareholders of the exercise of its Put Right.

7.3 The Founding Shareholders shall complete the purchase of the Put Shares from and pay the entire Put Price to the Investor within three (3) months after the delivery of the Put Notice by the Investor. The payment of the Put Price shall be in cash in U.S. dollars, provided that in the event of an exercise of Put Right pursuant to Section 7.1.2, the Founding Shareholders may pay the Put Price in kind (other than the shares of the Company with an equivalent value, provided that the type of consideration and the valuation thereof shall be subject to the Investor’s review and consent), acting reasonably.

7.4 Regarding any event or circumstance giving rise to a Put Right, to the extent that the Investor chooses to exercise the Put Right with respect to less than all the Put Shares within the applicable 30-day put exercise period, the Investor shall be deemed to have waived the Put Right as to the remaining Put Shares in connection with the such event or circumstance, but, for the avoidance of doubt, not with respect to any subsequent event or circumstance giving rise to a similar Put Right.

7.5 The Put right shall expire at any time the Investor ceases to maintain the Preferred Threshold.

8.	Drag-along.

8.1 In the event that (i) the Investor has exercised the Put Right and the Founding Shareholders fail to complete the purchase of the Put Shares from, and to pay the entire Put Price to, the Investor in accordance with Section 7.3, or (ii) any Founding Shareholder fails to perform in accordance with Section 6, the Investor shall have the right (the “Drag-along Right”) but not the obligation to require the Founding Shareholders to sell up to all shares of Capital Stock directly or indirectly held by the Founding Shareholders pursuant to a managed sale process conducted by an investment bank of internationally recognized standing with demonstrable experience in the Chinese and international markets and designated by the Investor (“Designated Investment Bank”) to a bona fide third party buyer or buyers designated by the Investor to which the Investor will also sell all shares of Capital Stock held by it at a price per share (in US$ cash only and may not be in kind) reflecting an enterprise value which shall not be less than the product of the Company's last twelve months’ net income (as adjusted using the same methodology as Audited Consolidated Net Profit) times seven (7) (the “Drag-along Sale”).

8.2 If the Investor wishes to exercise its Drag-Along Right, the Investor shall provide a written notice to the Founding Shareholders (the “Drag Notice”), which shall state (i) the name of the buyer or buyers, (ii) the material terms and timing of the proposed transaction, (iii) the price in US$ cash, and (iv) a reasonably detailed calculation showing that the valuation is no less than the price required in Section 8.1. The Investor shall have 120 days following the Founding Shareholders’ receipt of the Drag Notice to consummate the proposed transaction and to exercise its Drag-along Right. The Founding Shareholders shall execute such documents or take such other actions as may be reasonably necessary or appropriate to effect the Drag-along Sale to the designated buyer or buyers.

9.	Other Covenants.

9.1 Repurchase of Warrants. The Company shall use its reasonable best efforts to, and the Sponsor Shareholders shall use their reasonable best efforts to cause the Company to, develop and implement a plan to repurchase and retire four million (4,000,000) outstanding Warrants.

9.2 Compliance with Certificate of Designations. The Company shall, and each of the Sponsor Shareholders shall cause the Company to, comply with the Certificate of Designations, the Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and the Bylaws of the Company.

9.3 Economic Sanctions. The Sponsor Shareholders and the Company shall procure that neither the Company, nor any of its Subsidiaries, nor any agent or other person acting for or on behalf of the neither the Company or any of its Subsidiaries, shall engage in any transactions or enter into any contract or association with or involving, directly or indirectly, countries, territories, governments, entities, individuals and other persons (including transactions or contracts which the Company or such Subsidiary knows or has reasons to believe involve goods, services or technology of origin from such countries or territories) that, at the date of the transaction, contract, or association, are targets of any law, regulation, order or license relating to any economic sanctions program administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, including without limitation any program the regulations of which are codified in Chapter V of Subtitle B of Title 31 of the U.S. Code of Federal Regulations.

9.4 Anti-corruption.

9.4.1 The Sponsor Shareholders and the Company shall ensure that neither the Company nor any of its Subsidiaries, nor any agent or other person acting for or on behalf of the Company or any of its Subsidiaries, shall, in connection with the operations of the Company or such Subsidiary, in violation of any applicable law or regulation, offer, promise or give, or authorize or approve the payment, gift or promise of anything of value, directly or through a third party, to any officer or employee of a non-U.S. government or any department, agency, or instrumentality thereof, or any entity owned in whole or in part or controlled by any such non-U.S. government or any department, agency, or instrumentality thereof, or of a public international organization, or any person acting in an official capacity for or on behalf of any such government or department, agency or instrumentality, or for or on behalf of any such public international organization, including any non-U.S. political party, party official or candidate for non-U.S. political office for the purpose

of securing any improper business advantage for the Company or any of its Subsidiaries, including to obtain or retain business.

9.4.2 Each of the Company and the Sponsor Shareholders covenants to maintain the FCPA Compliance Program (as such term is defined in the Purchase Agreement) adopted prior to the Closing and insure that such FCPA Compliance Program will be binding on the Company, each of its Subsidiaries and their respective Affiliates, including the directors, officers, employees and agents of each such person and the shareholders acting on behalf of each such person. In implementing the FCPA Compliance Program, the Sponsor Shareholders and the Company covenant that they will use their respective reasonable best efforts to ensure that the Company and each of its Subsidiaries and their respective Affiliates, including the directors, officers, employees, agents and other business partners of each such entity and the shareholders acting on behalf of each such entity, follow the policies and procedures set forth in the FCPA Compliance Program. The Sponsor Shareholders and the Company further covenant to arrange for personnel training to acquaint employees of the Company and each of its Subsidiaries with the FCPA Compliance Program.

9.4.3 The Sponsor Shareholders and the Company covenant with the Investor that (i) it will ensure that the representation set out in section 4.23 of the Purchase Agreement remains true, accurate and not misleading at all times after the Closing and (ii) it will certify to the foregoing on an annual basis by letter directed to the Investor for so long as the Investor Ownership Percentage is greater than or equal to 1%.

9.4.4 The Company agrees to, and the Sponsor Shareholders shall ensure the Company to, maintain, throughout the course of this Agreement, books and records that accurately reflect its assets and transactions in reasonable detail, and to maintain a system of internal accounting controls to ensure that all transactions are properly authorized by management. Further, the Investor shall be allowed reasonable access to the Company’s books and records during regular business hours and with reasonable prior written notice, and shall have the right to audit the Company on a periodic basis.

9.4.5 The Company further covenants that, should it learn of or have reason to suspect any breach of the covenants in this Section 9.4, it will promptly notify the Investor. Following dispatch of such notification the Company shall (i) investigate the suspected breach and (ii) take any measure that may be required, or that the Investor may reasonably request, to remediate any suspected breach of the FCPA Compliance Program (including by dismissing employees that have breached the FCPA Compliance Program) and to insure continued compliance of the Company with FCPA, local anti-corruption laws and the provisions of this clause 9.4.

9.4.6 Subject to the PRC laws, during the term of this Agreement, the Company agrees in good faith to obtain certification, to the reasonable satisfaction of the Investor, on an annual basis from all Reporting Employees as to whether they are Government Officials or immediate family members of a Government Official, and the Company agrees to make immediate disclosure to the Investor of such fact and all relevant details with respect thereto. In carrying out its

obligations under this clause 9.4, the Company shall in good faith exercise its reasonable best efforts to (A) insure the truth, accuracy and completeness of the certification provided by the Reporting Employees and (B) take legally permissible disciplinary or punitive action, as may be reasonably requested by the Investor, against any Reporting Employees for their failure to fully cooperate with the Company. For the purposes of this provision, “Reporting Employees” shall refer to any directors, indirect owners, any employee working with the sales department, finance department or legal department of the Company and any other employee whose work by nature shall create rights or obligations on behalf of the Company. “Government Official” shall refer to any officer, employee or any other person acting in an official capacity for any government or any department, agency or instrumentality thereof, including any entity or enterprise majority-owned or otherwise controlled by a government, or a public international organization (each a “Government Entity”), in each case, only to the extent that the Company, in the course of its business, interacts or engages with such Government Entity; “immediate family members” shall refer to the spouses, siblings, parents, or children (including by virtue of adoption) of a Government Official.

10.	Earn-out. The Investor agrees that the Company may issue and deliver up to an aggregate of 15,000,000 shares of Common Stock of the Company to HMDF Shareholders (as defined in the Share Exchange Agreement) in accordance with the terms of the Share Exchange Agreement.

11.

Legend.

11.1 The Purchased Shares and all shares of Common Stock issued upon conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws):

12.	Miscellaneous.

12.1 Governing Law.

This Agreement shall be governed in all respects by the laws of the State of State of Delaware without regard to any choice of laws or conflict of laws provisions that would require the application of the laws of any other jurisdiction.

12.2 Jurisdiction; Enforcement. Any dispute, controversy or claim arising out of or relating to this Agreement or its subject matter (including a dispute regarding the existence, validity, formation, effect, interpretation, performance or termination of this Agreement) (each a “Dispute”) shall be finally settled by arbitration.

(e) The award of the arbitration tribunal shall be final and conclusive and binding upon the parties as from the date rendered.

12.3 Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including transferees of any Capital Stock). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. For avoidance of doubt, the rights set forth in Sections 2, 4.2, 5, 6, 7 and 8 are not transferable to any third party without the prior written consent of the Company.

12.4 Entire Agreement. This Agreement, the Purchase Agreement and the other documents delivered pursuant to the Purchase Agreement, including the Registration Rights Agreement and Warrant, constitute the full and entire understanding and agreement among the parties with regard to the subjects of this Agreement and such other agreements and documents.

12.5 Notices. Except as otherwise provided in this Agreement, all notices, requests, claims, demands, waivers and other communications required or permitted under

this Agreement shall be in writing and shall be mailed by reliable overnight delivery service or delivered by hand, facsimile or messenger as follows:

	if to the Company:	China MediaExpress Holdings, Inc Room 2805 Central Plaza Wanchai, Hong Kong Attention: Zheng Cheng and Jacky Lam Facsimile: +852.2827.6099

	with a copy to:	Loeb & Loeb LLP 345 Park Avenue New York, NY 10145 Attention: Mitchell S. Nussbaum / Frank J. Marinaro Facsimile: +1.212.656.1349

	if to the Investor:	Starr Investments Cayman II, Inc. Bermuda Commercial Bank Building, 5th Floor 19 Par la Ville Road Hamilton HM 11 Bermuda Attention: Stuart Osbourne / Jenny Barclay

	with a copy to:	Starr Investments Cayman II, Inc. c/o Beijing C.V. Starr Investment Advisors Limited Shanghai Branch Suite 4609-4611A, Tower II, Plaza 66, 1266 Nanjing West Road, Shanghai 200040 People’s Republic of China Attention: John Lin / Dorothy Dong Facsimile: +8621.6288.9773

	with a copy to:	Skadden, Arps, Slate, Meagher & Flom LLP 30th Floor, Tower 2, China World Trade Centre No. 1 Jianguomenwai Avenue Beijing 100004 People’s Republic of China Attention: Jon L Christianson Facsimile: +8610.6535.5577

	if to the Founder:	c/o China MediaExpress Holdings, Inc. Room 2805, Central Plaza Wanchai, Hong Kong Attention: Zheng Cheng Facsimile: +852.2827.6099

	if to Ou Wen Lin:	c/o China MediaExpress Holdings, Inc. Room 2805, Central Plaza Wanchai, Hong Kong Attention: Zheng Cheng Facsimile: +852.2827.6099

	if to Qingping Lin:	c/o China MediaExpress Holdings, Inc. Room 2805, Central Plaza Wanchai, Hong Kong Attention: Zheng Cheng Facsimile: +852.2827.6099

	if to Thousand:	c/o China MediaExpress Holdings, Inc. Room 2805, Central Plaza Wanchai, Hong Kong Attention: Zheng Cheng Facsimile: +852.2827.6099

	if to Bright:	c/o China MediaExpress Holdings, Inc. Room 2805, Central Plaza Wanchai, Hong Kong Attention: Zheng Cheng Facsimile: +852.2827.6099

12.6 Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement shall impair any such right, power, or remedy of such party, nor shall it be construed to be a waiver of or acquiescence to any breach or default, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default. All remedies, either under this Agreement or by law or otherwise afforded to any holder, shall be cumulative and not alternative.

12.7 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only if such amendment or waiver is in writing and signed, in the case of an amendment, by all the parties hereto or, in the case of a waiver, by the party against whom the waiver is to be effective, provided that with respect to a waiver of the provisions set forth in Section 3.1.1 hereof, a waiver signed by the Company shall constitute an effective waiver. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securities purchased under this Agreement at the time outstanding (including securities into which such securities are convertible), each future holder of all such securities, and the Company.

12.8 Counterparts. This Agreement may be executed in any number of counterparts and signatures may be delivered by facsimile or in electronic format, each of which may be executed by less than all the parties, each of which shall be enforceable against

the parties actually executing such counterparts and all of which together shall constitute one instrument.

12.9 Severability. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement and the balance of this Agreement shall be enforceable in accordance with its terms.

12.10 Titles and Subtitles; Interpretation. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. When a reference is made in this Agreement to a Section, Schedule or Annex, such reference shall be to a Section, Schedule or Annex of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to in this Agreement means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes. Each of the parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if it is drafted by each of the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement.

12.11 Withholding Rights. Notwithstanding anything to the contrary contained in any of the Transaction Agreements, the Company shall be entitled to deduct and withhold in respect of any dividends or deemed dividends with respect to the Series A Preferred Stock or any other amounts paid or deemed to be paid by the Company under any of the Transaction Agreements, such amounts as the Company reasonably determines are required to be deducted and withheld under the Code or any provision of state, local, provincial or foreign tax law; provided that the Person with respect to whom such deduction or withholding would occur shall be entitled to provide the Company with such forms or other documents as may be required in order to claim a reduction of any such deduction or withholding under the applicable tax law. To the extent that any such amounts are so withheld, all appropriate and available evidence of such deduction and withholding, including any receipts or forms required in order for the Person with respect to whom such deduction and withholding occurred to establish the deduction and withholding and payment to the appropriate taxing authority as being for its account with the appropriate taxing authority, shall be delivered to the Person with respect to whom such deduction and withholding has occurred, and such withheld amounts shall be treated for all purposes as having been delivered and paid to the Person otherwise entitled to the amounts in respect of which such deduction and withholding was made. Notwithstanding the foregoing, the Company, at its option, may require any such amounts required to be deducted and withheld to be reimbursed in cash to the Company by such Person prior to the time when the amounts subject to any such deduction or withholding are paid or are considered to be paid by the Company under the applicable tax law, in which case any such reimbursements received by the Company (net

of any Taxes payable by the Company on such reimbursements) shall not be deducted and withheld from any such payments or deemed payments.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

	CHINA MEDIAEXPRESS HOLDINGS, INC.


	By:	/s/ Zheng Cheng
		Name: Zheng Cheng
		Title:


	ZHENG CHENG

	/s/ Zheng Cheng


	OU WEN LIN

	/s/ Ou Wen Lin


	QINGPING LIN

	/s/ Qingping Lin


	THOUSAND SPACE HOLDINGS LIMITED

	By:	/s/ Ou Wen Lin
		Name: Ou Wen Lin
		Title:

[Signature Page to Investor Rights Agreement]

	BRIGHT ELITE MANAGEMENT LIMITED


	By:	/s/ Qingping Lin
		Name: Qingping Lin
		Title:


	STARR INVESTMENTS CAYMAN II, INC.


	By:	/s/ Stuart Osborne
		Name: Stuart Osborne
		Title: Director

[Signature Page to Investor Rights Agreement]

EX-99 7 exhibit_f.htm EXHIBIT F - REGISTRATION RIGHTS AGREEMENT exhibit_f.htm

EXHIBIT F

REGISTRATION RIGHTS AGREEMENT

by and among

China MediaExpress Holdings, Inc.

and

Starr Investments Cayman II, Inc.

January 28, 2010

TABLE OF CONTENTS

Page

1.	Definitions.		1
2.	Registration Rights		5
	2.1	Demand Registration	5
	2.2	Piggy-Back Registration	9
3.	Registration Procedures		11
	3.1	Filings; Information.	11
	3.2	Obligation to Suspend Distribution.	14
	3.3	Registration Expenses	14
	3.4	Information.	15
4.	Indemnification and Contribution.		15
	4.1	Indemnification by the Company.	15
	4.2	Indemnification by Holders.	16
	4.3	Conduct of Indemnification Proceedings.	16
	4.4	Contribution	17
5.	Underwriting and Distribution		18
	5.1	Rule 144.	18
6.	Miscellaneous		18
	6.1	Other Registration Rights.	18
	6.2	Assignment; No Third Party Beneficiaries.	18
	6.3	Notices.	19
	6.4	Severability.	20
	6.5	Counterparts.	20
	6.6	Entire Agreement.	20
	6.7	Modifications and Amendments.	20
	6.8	Titles and Headings.	20
	6.9	Waivers and Extensions.	20
	6.10	Remedies Cumulative.	20
	6.11	Governing Law.	21
	6.12	Jurisdiction; Enforcement.	21

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 28th day of January 2010, by and among China MediaExpress Holdings, Inc., a Delaware corporation (the “Company”) and Starr Investments Cayman II, Inc., a company organized with limited liability under the laws of the Cayman Islands (the “Investor”). Any and all capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such term in the Purchase Agreement (as defined below).

WHEREAS, the Company and the Investor are party to that certain Securities Purchase Agreement, dated as of January 12, 2010 (the “Purchase Agreement”), with various other parties set forth on the signature pages to the Purchase Agreement, pursuant to which, the parties thereto agreed, among other things, that the Company will sell to the Investor one million (1,000,000) shares of Series A Preferred Stock, par value US$0.001 per share (the “Purchased Shares”) and 1,545,455 warrants (the “Purchased Warrants”) each entitling the Investor to purchase one share of Common Stock and the Sponsor Shareholders agreed to arrange the transfer to the Investor of 150,000 shares of Common Stock (the “Transferred Shares”).

WHEREAS, the Company and the Investor desire to enter into this Agreement in order to, among other things, reflect the registration rights to be provided to the Investor in connection with the shares of Common Stock issuable upon conversion of the Purchased Shares or exercise of the Purchased Warrants and to be transferred to the Investors pursuant to the Purchase Agreement and the other transactions contemplated in connection therewith.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS. The following capitalized terms used herein have the following meanings:

“Agreement” means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.

“Board” means the Board of Directors of the Company.

“Business Day” means a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is not a day on which banking institutions in New York, New York generally are authorized or obligated by law, regulation or executive order to close.

“Commission” means the Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange Act, including the staff thereof.

“Common Stock” means the common stock, par value $0.001 per share, of the Company.

“Company” is defined in the preamble to this Agreement.

“Demand Notice” is defined in Section 2.1.1.

“Demand Registration” is defined in Section 2.1.1.

“Effectiveness Default Date” is defined in Section 2.1.4(iii).

“Effectiveness Period” is defined in Section 2.1.2.

“Event” is defined in Section 2.1.4.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“Filing Date” is defined in Section 2.1.1.

“Filing Default Date” is defined in Section 2.1.4(i).

“Form S-3” means such form under the Securities Act as is in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

“Holder” or “Holders” means any person or entity owning of record or having the right to acquire Registrable Securities or any assignee of record thereof in accordance with Section 6.2 hereof or any assignee of record of such Registrable Securities to whom rights set forth herein have been duly assigned in accordance with this Agreement.

“Indemnified Party” is defined in Section 4.3.

“Indemnifying Party” is defined in Section 4.3.

“Investor” is defined in the preamble to this Agreement.

“Investor Indemnified Party” is defined in Section 4.1.

“Investor Rights Agreement” means the Investor Rights Agreement dated as of the same day of this Agreement by and among the Company, the Sponsor Shareholders and the Investor.

“Lock-Up Period Expiration Date” means the date of the one (1) year anniversary of the date hereof.

“Majority-in-Interest” is defined in Section 2.1.1.

“Maximum Number of Securities” is defined in Section 2.2.2.

“Notices” is defined in Section 6.3.

“Piggy-Back Registration” is defined in Section 2.2.1.

“Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“register”, “registered” and “registration” mean a registration effected by preparing and filing a Registration Statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registrable Securities” mean all of the shares of Common Stock owned or held at any time and from time to time by Investor and any securities issued or issuable to the Investor upon any stock split, dividend, exchange, exercise, conversion or other distribution, recapitalization or similar event with respect to the foregoing or otherwise issued with respect to or in exchange for or in replacement of such Registrable Securities.

For the avoidance of doubt, all (i) Transferred Shares and (ii) shares of Common Stock (x) issued upon conversion of the Purchased Shares, (y) issued upon exercise of the Purchased Warrants, or (y) acquired by or transferred to the Investor pursuant to the Investor Rights Agreement shall be treated as Registrable Securities for all purposes of this Agreement. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act or (c) such securities shall have ceased to be outstanding, or (d) the Registrable Securities are saleable without any volume or manner-of-sale restrictions under Rule 144 of the Securities Act.

“Registration Statement” means a registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and regulations promulgated thereunder for a public offering and sale of Common Stock (other than a registration statement on Form S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity).

“Required Effectiveness Date” is defined in Section 2.1.4(ii).

“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Rule 415 Interpretative Position” means the then-current interpretation of the staff of the SEC regarding the availability of Rule 415 for continuous or delayed offerings of securities for the account of selling securityholders.

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“Subsequent Shelf Registration” is defined in Section 2.1.5.

“Underwriter” means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s market-making activities.

2. REGISTRATION RIGHTS

2.1 Demand Registration

2.1.1 Request for Registration. At any time and from time to time on or after the Lock-Up Period Expiration Date, upon written notice (a “Demand Notice”) by the Holders of a majority-in-interest (the “Majority-in-Interest”) of the Registrable Securities, the Company shall prepare and file with the SEC a Registration Statement covering the sale or distribution by the Holders, including without limitation, by way of underwritten offering, block sale or other distribution plan designated in the Demand Notice, of (a) up to all of the Registrable Securities owned by such Holders, provided that such offering shall result in net proceeds to the Holders of Registrable Securities sold in such offering of at least $10 million, or (b) all of the Registrable Securities owned by such Holders on a delayed or continuous basis pursuant to Rule 415 (except if the Company is not then eligible or is not permitted under the Rule 415 Interpretative Position, to register for resale such Registrable Securities, in which case such registration shall provide for the registration of such Registrable Securities for resale by such Holders as are permitted under the Rule 415 Interpretative Position (the “Demand Registration”) on or prior to the date that is sixty (60) days from the date of the Demand Notice (such date of actual filing, the “Filing Date”). The Company shall use its reasonable best efforts to cause such Demand Registration to be declared effective by the Commission as promptly as possible after the filing thereof, but in any event within ninety (90) days after the date such Demand Registration is filed.

2.1.2 Effectiveness Period. Once declared effective, the Company shall, use its reasonable best efforts to cause the Demand Registration to be continuously effective until such time as there are no longer any Registrable Securities (the “Effectiveness Period”).

2.1.3 Effective Registration. The Company shall request effectiveness of the Registration Statement (and any post-effective amendments thereto) within two (2) Business Days following the Company’s receipt of notice from the SEC that the Registration Statement will not be reviewed by the SEC or that the SEC has completed its review of such Registration Statement and has no further comments. The Company shall request effectiveness of the Registration Statement (and any post-effective amendments thereto) at 5:00 p.m., Eastern time, on the effectiveness date and use its reasonable best efforts to deliver the Prospectus (or any supplements thereto), which delivery may be made electronically, on the first Business Day after such effective date.

2.1.4 Liquidated Damages. Upon the occurrence of any Event (as defined below), as partial relief for the damages suffered therefrom by the Holders (which remedy shall not be exclusive of any other remedies which are available at law or in equity; and provided further that the Holders shall be entitled to pursue an action for specific performance of the Company’s obligations under this Section 2), the Company shall pay to each Holder, as liquidated damages and not as a penalty (it being agreed that it would not be feasible to ascertain the extent of such damages with precision), such amounts and at such times as shall be determined pursuant to this Section 2.1.4. For such purposes, each of the following shall constitute an “Event”:

(i) the Filing Date does not occur on the date sixty (60) days after the date of the Demand Notice (the “ Filing Default Date “), in which case the Company shall pay to each Holder an amount in cash equal to: (A) for the first 30-day period following such Filing Default Date or any portion thereof until the Filing Date, one and one half percent (1.5%) of the aggregate purchase price paid by such Holder as set forth on Section 2 of the Purchase Agreement (or the Person for whom such Holder directly or indirectly acquired the Registrable Securities pursuant to Section 6.2 of this Agreement), on a pro-rata basis for any portion of such 30-day period, to be paid at the end of such 30-day period; and (B) for each successive 30-day period thereafter or any portion thereof until the Filing Date, one and one half percent (1.5%) of such aggregate purchase price paid by such Holder (or the Person for whom such Holder directly or indirectly acquired the Registrable Securities), on a pro-rata basis for any portion of such 30-day period, to be paid at the end of each 30-day period;

(ii) the Registration Statement is not declared effective on or prior to the date that is one hundred fifty (150) days after the date of the Demand Notice (the “Required Effectiveness Date”), in which case the Company shall pay to each Holder an amount in cash equal to: (A) for the first 30 days after such one hundred and fiftieth (150th ) day or any portion thereof until the Registration Statement is deemed effective, one and one half percent (1.5%) of the aggregate purchase price paid by such Holder as set forth on Section 2 of the Purchase Agreement (or the Person from whom such Holder directly or indirectly acquired the Registrable Securities pursuant to Section 6.2 of this Agreement), on a pro-rata basis for any portion of such 30-day period, to be paid at the end of such 30-day period; and (B) for each successive 30-day period thereafter or any portion thereof until the Registration Statement is deemed effective, one and one half percent (1.5%) of such aggregate purchase price paid by such Holder (or the Person from whom such Holder directly or indirectly acquired the Registrable Securities), on a pro-rata basis for any portion of such 30-day period, at the end of each 30-day period; and

(iii) once declared effective, the use of the Prospectus and the Registration Statement is suspended by order of the Commission or notice by the

Company or the Prospectus is not current, except as expressly permitted by Section 3.1.1 (the “Effectiveness Default Date”), in which case the Company shall pay to each Holder an amount in cash equal to: (A) for the first 30 days after such Effectiveness Default Date or any portion thereof until withdrawal of any order suspending the effectiveness of the Registration Statement or the Prospectus is corrected or use of the Prospectus and the Registration Statement otherwise is again permitted by the Company, one and one half percent (1.5%) of the aggregate purchase price paid by such Holder as set forth on Section 2 of the Purchase Agreement (or the Person from whom such Holder directly or indirectly acquired the Registrable Securities pursuant to Section 6.2 of this Agreement), on a pro-rata basis for any portion of such 30-day period, to be paid at the end of such 30-day period; and (B) for each successive 30-day period thereafter until withdrawal of any order suspending the effectiveness of the Registration Statement or the Prospectus is corrected or use of the Prospectus and the Registration Statement otherwise is again permitted by the Company, one and one half percent (1.5%) of such aggregate purchase price paid by such Holder (or the Person from whom such Holder directly or indirectly acquired the Registrable Securities), on a pro-rata basis for any portion of such 30-day period, at the end of each 30-day period.

The payment obligations of the Company under this Section 2.1.4 shall be cumulative. Notwithstanding any other provision of this Agreement, (1) no payment shall be required pursuant to this Section 2.1.4 with respect to any time period during which the Company is allowed pursuant to Section 3.1.1 to refuse to file any Registration Statement covering any Registrable Securities, to refuse to cause the effectiveness of any such Registration Statement or to suspend the use of any such Registration Statement or related Prospectus, (2) no payment shall be required to be made to any Holder pursuant to this Section 2.1.4 with respect to any time period during which such Holder does not intend to sell Registrable Securities or has agreed with the Company not to do so, (3) no liquidated damages shall accrue with respect to Registrable Securities consisting of Purchased Warrants and (4) aggregate liquidated damages payable by the Company pursuant to this provision shall not exceed ten percent (10.0%) of the Holder’s initial investment in the Purchased Shares.

2.1.5 Subsequent Shelf Registration. If any Shelf Registration ceases to be effective under the Securities Act for any reason at any time during the Effectiveness Period, the Company shall use its reasonable best efforts to promptly cause such Shelf Registration to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration), and in any event shall use its reasonable best efforts to, within sixty (60) days of such cessation of effectiveness, amend such Shelf Registration in a manner reasonably expected to obtain the withdrawal of any order suspending the effectiveness of such Shelf Registration or (ii) at the option of the Company, file an additional Registration Statement (a “Subsequent Shelf Registration”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by Holders thereof of all securities that are Registrable Securities as of the time of such filing. If a Subsequent Shelf Registration is filed, the Company shall use its reasonable best efforts to (x) cause such Subsequent Shelf Registration to become effective

under the Securities Act as promptly as is reasonably practicable after such filing, but in no event later than the date that is ninety (90) days after such Subsequent Shelf Registration is filed and (y) keep such Subsequent Shelf Registration (or another Subsequent Shelf Registration) continuously effective until the end of the Effectiveness Period. Any such Subsequent Shelf Registration shall be a Registration Statement on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the Holders.

2.1.6 Supplement and Amendment. The Company shall supplement and amend any Demand Registration or any Subsequent Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used by the Company for such registration if required by the Securities Act or as reasonably requested by the Holders covered by such registration.

2.1.7 Reduction of Offering. If a Demand Notice delivered in accordance with Section 2.1.1 specifies that the sale of the Registrable Securities is intended to be conducted through an underwritten offering, the Holders of a majority of Registrable Securities included in such Demand Notice shall have the right to select the managing underwriter or underwriters to administer the offering; provided , however , that such managing underwriter or underwriters shall be reasonably acceptable to the Company. The Holders included in such Demand Notice and the Company shall enter into an underwriting agreement in such customary form as shall have been negotiated and agreed to by the Company with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.1, if the managing underwriter or underwriters of a proposed underwritten offering of the Registrable Securities advise the Board that in its or their good faith opinion the number of Registrable Securities requested to be included in such Registration Statement and all other securities proposed to be sold in the offering contemplated thereby exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten Registration Statement shall be allocated, (i) first, up to the total number of securities the Holders have requested to be included in such Registration Statement ( pro-rata based upon the number of securities that each of them shall have requested to be included in such offering), (ii) and only if all the securities referred to in clause (i) have been included, the number of securities that the Company and other holders have proposed to include in such Demand Registration that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter or underwriters. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

2.1.8 The Company shall not be required to effect a registration pursuant to this Section 2.1:

(i) if the Company has effected a registration pursuant to this Section 2.1 within the preceding six (6) months, and such registration has been declared or ordered effective;

(ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration subject to Section 2.1, provided that the Company is actively employing in good faith reasonable best efforts to cause such Registration Statement to become effective (other than a registration relating to the issuance or sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or to an acquisition or other transaction to which Rule 145 under the Securities Act is applicable);

(iii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.1, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its stockholders for such registration to be effected at such time because the sale of Registrable Securities covered by such registration or the disclosure of information therein or in any related Prospectus or Prospectus supplement would materially interfere with a transaction or development involving the Company for sales of Registrable Securities thereunder to then be permitted, and setting forth in general terms the reasons for such determination, in which event the Company shall have the right to defer such filing for a period of not more than thirty (30) days after receipt of the request of the Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period and provided, further, that the Company shall not register any other capital stock during such thirty (30) day period (other than a registration relating to the issuance or sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or to an acquisition or other transaction to which Rule 145 under the Securities Act is applicable); or

(iv) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act.

2.2 Piggy-Back Registration

2.2.1 Piggy-Back Rights. If at any time on or after the Lock-Up Period Expiration Date, there is not an effective Registration statement covering all of the Registrable Securities and the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or

exchangeable for, or convertible into, equity securities, by the Company for its own account or for stockholders of the Company for their account, other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the Holders as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the Holders in such notice the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within ten (10) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All Holders proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.

2.2.2 Reduction of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and the Holders in writing that the dollar amount or number of securities which the Company desires to sell, taken together with shares of Common Stock or other securities, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the Holders hereunder, the Registrable Securities as to which registration has been requested under this Section 2.2, and the shares of Common Stock or other securities, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other stockholders of the Company, exceeds the number which can be sold in such underwritten offering in light of market conditions (the “Maximum Number of Securities”), then the Company shall include in any such registration:

(i) If the registration is undertaken for the Company’s account: (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A) (x) the shares of Common Stock or other securities, if any, that are Registrable Securities, as to which registration has been requested by the Holders pursuant to the terms hereof, and (y) the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such persons, on a pro rata basis, that can be sold without exceeding the Maximum Number of Securities; and

(ii) If the registration is a “demand” registration undertaken at the demand of persons other than the Holders pursuant to written contractual arrangements with such persons, (A) first, (x) the shares of Common Stock or other securities for the account of the demanding persons, (y) the shares of Common Stock or other securities comprised of Registrable Securities as to which registration has been requested pursuant to the terms hereof, and (z) the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons, on a pro rata basis, that can be sold without exceeding the Maximum Number of Securities; and (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Securities.

2.2.3 Withdrawal. Any Holder may elect to withdraw such Holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a registration statement at any time prior to the effectiveness of the Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the Holders in connection with such Piggy-Back Registration as provided in Section 3.3.

3. REGISTRATION PROCEDURES

3.1 Filings; Information.Whenever the Company is required to effect the registration of any Registrable Securities pursuant to Section 2, the Company shall use its reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:

3.1.1 Filing Registration Statement. The Company shall in accordance with the applicable provisions of this Agreement prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its reasonable best efforts to cause such Registration Statement to become and remain effective until the Registrable Securities registered thereunder have been sold, provided, however, that the Company shall have the right to suspend the use of the Registration Statement for up to thirty (30) days, if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company and its stockholders for such Registration Statement to be effected at such time; provided further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a registration hereunder.

3.1.2 Copies. The Company shall, prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders included in such registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Holders included in such registration or legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders.

3.1.3 Amendments and Supplements. The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or such securities have been withdrawn.

3.1.4 Notification. After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) Business Days after such filing, notify the Holders included in such Registration Statement of such filing, and shall further notify such Holders promptly and confirm such advice in writing in all events within two (2) Business Days of the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment or supplement to such Registration Statement or any Prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to the Holders included in such Registration Statement any such supplement or amendment; except that before filing with the Commission a Registration Statement or Prospectus or any amendment or supplement thereto, including documents incorporated by reference, the Company shall furnish to the Holders included in such Registration Statement and to the legal counsel for any such Holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such Holders and legal counsel with a reasonable opportunity to review such documents and comment thereon, and the Company shall not file any Registration Statement or Prospectus or amendment or supplement thereto, including documents incorporated by reference, to which such Holders or their legal counsel shall object.

3.1.5 State Securities Laws Compliance. The Company shall use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders included in such Registration Statement (in light of their intended

plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other Governmental Authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or subject itself to taxation in any such jurisdiction.

3.1.6 Agreements for Disposition. The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. The representations, warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the Holders included in such registration statement. No Holder included in such registration statement shall be required to make any representations or warranties in the underwriting agreement except, if applicable, with respect to such Holder’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such Holder’s material agreements and organizational documents, and with respect to written information relating to such Holder that such Holder has furnished in writing expressly for inclusion in such Registration Statement. The Holders shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type. Further, such Holders shall cooperate fully in the preparation of the Registration Statement and other documents relating to any offering in which they include securities pursuant to Section 2 hereof. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by such Holder, as applicable, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

3.1.7 Cooperation. The Chief Executive Officer of the Company and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors.

3.1.8 Records. The Company shall make available for inspection by the Holders included in such Registration Statement, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by any Holder included in such Registration Statement or any Underwriter, all financial and other records, pertinent corporate documents and properties of the Company, as shall be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any of them in connection with such Registration Statement.

3.1.9 Opinions and Comfort Letters. The Company shall furnish to each Holder included in any Registration Statement a signed counterpart, addressed to such

holder, of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any comfort letter from the Company’s independent public accountants delivered to any Underwriter. In the event no legal opinion is delivered to any Underwriter, the Company shall furnish to each Holder included in such Registration Statement, at any time that such Holder elects to use a Prospectus, an opinion of counsel to the Company to the effect that the Registration Statement containing such Prospectus has been declared effective and that no stop order is in effect.

3.1.10 Earnings Statement. The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available to its stockholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, beginning within three (3) months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

3.1.11 Listing. The Company shall use its reasonable best efforts to cause all Registrable Securities included in any registration to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to the Holders of a Majority-in-Interest of the Registrable Securities included in such registration.

3.2 Obligation to Suspend Distribution. Upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1.4(iv), pursuant to a written insider trading compliance program adopted by the Board, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information, each Holder included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Holder receives the supplemented or amended Prospectus contemplated by Section 3.1.4(iv) or the restriction on the ability of “insiders” to transact in the Company’s securities is removed, as applicable, and, if so directed by the Company, each such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such notice.

3.3 Registration Expenses. The Company shall bear all costs and expenses incurred in connection with any Demand Registration pursuant to Section 2.1 and any Piggy-Back Registration pursuant to Section 2.2, and all expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance with securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) the Company’s internal expenses (including, without limitation, all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required by Section 3.1.11; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company (including the expenses or costs associated with the delivery of any opinions or

comfort letters requested pursuant to Section 3.1.9); (viii) the fees and expenses of any special experts retained by the Company in connection with such registration and (ix) the fees and expenses of one legal counsel selected by the Holders of a Majority-in-Interest of the Registrable Securities included in such registration. The Company shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the Holders thereof, which underwriting discounts or selling commissions shall be borne by such Holders. Additionally, in an underwritten offering, all selling stockholders and the Company shall bear the expenses of the underwriter pro rata in proportion to the respective amount of shares each is selling in such offering.

3.4 Information. The Holders shall provide such information as may reasonably be requested by the Company, or the managing Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with the Company’s obligation to comply with federal and applicable state securities laws. If any such Holder fails to furnish such requested information within seven Business Days of the Company’s request, the Company shall furnish written notice of such non-compliance to such Holder. If, for a period of three Business Days after such notice is given, such Holder continues to fail to furnish such requested information, then the Company shall have no obligation to pay any liquidated damages to such Holder with respect to any Event occurring with respect to such registration.

4. INDEMNIFICATION AND CONTRIBUTION.

4.1 Indemnification by the Company. The Company agrees to indemnify and hold harmless each Holder, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls a Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary Prospectus, final Prospectus or summary Prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action, as such expense are incurred and within thirty (30) days after a request for reimbursement has been received by the Company; provided, however, that the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based (i) upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement,

preliminary Prospectus, final Prospectus, or summary Prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such selling Holder expressly for use therein, (ii) in the case of an occurrence of an event of the type specified in Section 3.1.4(iv), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of advice from the Company that such Prospectus is no longer outdated or defective. The Company also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.

4.2 Indemnification by Holders. Each selling Holder will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless the Company, each of its directors and officers and each underwriter (if any), and each other selling Holder and each other person, if any, who controls another selling holder or such underwriter within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary Prospectus, final Prospectus or summary Prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder expressly for use therein, and shall reimburse the Company, its directors and officers, and each other selling Holder or controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling Holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such selling Holder from the sale of Registrable Securities which gave rise to such indemnification obligation.

4.3 Conduct of Indemnification Proceedings. Promptly after receipt by any person of any notice of any loss, claim, damage or liability or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”) shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice

from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.

4.4 Contribution

4.4.1 If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

4.4.2 The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding Section 4.4.1.

4.4.3 The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such

action or claim. Notwithstanding the provisions of this Section 4.4, no Holder shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such Holder from the sale of Registrable Securities which gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

5. UNDERWRITING AND DISTRIBUTION

5.1 Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the Holders may reasonably request, all to the extent required from time to time to enable such Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar Rule or regulation hereafter adopted by the Commission.

6. MISCELLANEOUS

6.1 Other Registration Rights. Except with respect to (i) those securities issued or issuable upon exercise of the Unit Purchase Options, (ii) all of the shares of Common Stock owned or held by the investors party to that certain Registration Rights Agreement dated as of October 17, 2007, and (iii) all of the shares of Common Stock owned or held by the investors party to that certain Registration Rights Agreement dated as of October 15, 2009, the Company represents and warrants that no person, other than a holder of the Registrable Securities, has any right to require the Company to register any shares of the Company’s capital stock for sale or to include shares of the Company’s capital stock in any registration filed by the Company for the sale of shares of capital stock for its own account or for the account of any other person.

6.2 Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the Holders hereunder may be freely assigned or delegated by such Holder in conjunction with and to the extent of any transfer of Registrable Securities by any such Holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and their respective successors and the permitted assigns of the Investor or Holder or of any assignee of the Investor or Holder. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. If any of the Registrable Securities are transferred or assigned by a Holder other than pursuant to an effective Registration Statement, then, upon request by the transferring Holder, the Company shall use its reasonably best efforts (at the earliest opportunity practicable) to enable such transferee or assignee to resell such transferred or assigned Registrable Securities using the Registration Statement filed and made effective pursuant to this Agreement and the

related Prospectus by filing a post-effective amendment or Prospectus supplement, naming such transferee or assignee as a selling shareholder under such Registration Statement and Prospectus.

6.3 Notices. All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”) required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given on the date of service or transmission if personally served or transmitted by telegram, telex or facsimile; provided, that if such service or transmission is not on a business day or is after normal business hours, then such notice shall be deemed given on the next business day. Notice otherwise sent as provided herein shall be deemed given on the next business day following timely delivery of such notice to a reputable air courier service with an order for next-day delivery.

	if to the Company:	China MediaExpress Holdings, Inc Room 2805 Central Plaza Wanchai, Hong Kong Attention: Zheng Cheng and Jacky Lam Facsimile: +852.2827.6099

	with a copy to:	Loeb & Loeb LLP 345 Park Avenue New York, NY 10145 Attention: Mitchell S. Nussbaum / Frank J. Marinaro Facsimile: +1.212.656.1349

	if to the Investor:	Starr Investments Cayman II, Inc. Bermuda Commercial Bank Building, 5th Floor 19 Par la Ville Road Hamilton HM 11 Bermuda Attention: Stuart Osbourne / Jenny Barclay

	with a copy to:	Starr Investments Cayman II, Inc. c/o Beijing C.V. Starr Investment Advisors Limited Shanghai Branch Suite 4609-4611A, Tower II, Plaza 66, 1266 Nanjing West Road, Shanghai 200040 People's Republic of China Attention: John Lin / Dorothy Dong Facsimile: +8621.6288.9773

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP

30th Floor, Tower 2, China World Trade Centre

No. 1 Jianguomenwai Avenue

Beijing 100004 People’s Republic of China

Attention: Jon L Christianson

Facsimile: +8610.6535.5577

6.4 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.

6.5 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.

6.6 Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.

6.7 Modifications and Amendments. No amendment, modification or termination of this Agreement shall be binding upon any party unless executed in writing by such party.

6.8 Titles and Headings. Titles and headings of Sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

6.9 Waivers and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.

6.10 Remedies Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the Investor or any other Holder may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies

conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.

6.11 Governing Law. This Agreement shall be governed in all respects by the laws of the State of State of Delaware without regard to any choice of laws or conflict of laws provisions that would require the application of the laws of any other jurisdiction.

6.12 Jurisdiction; Enforcement. The parties agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that each of the parties shall be entitled (in addition to any other remedy that may be available to it, including monetary damages) to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). In addition, each of the parties irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party hereby consents to service being made through the notice procedures set forth in Section 6.3 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first−class postage prepaid) to the respective addresses set forth in Section 6.3 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated by this Agreement.

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.

	CHINA MEDIAEXPRESS HOLDINGS, INC.

	By:	/s/ Zheng Cheng
	Name: Zheng Cheng
	Title:


	STARR INVESTMENTS CAYMAN II, INC.
	By:	/s/ Stuart Osborne
	Name: Stuart Osborne
	Title: Director

[Signature Page to Registration Rights Agreement]

EX-99 8 exhibit_g.htm EXHIBIT G - STOCK TRANSFER AGREEMENT exhibit_g.htm

EXHIBIT G

TM HOLDERS SHARE SALE AGREEMENT

This STOCK TRANSFER AGREEMENT (the “Agreement”), dated as of January 28, 2010 by and among John W. Hyde Living Trust, Theodore S. Green, Malcolm Bird, Jonathan F. Miller, Sara Green 2007 GST Trust and Blair Green 2007 GST Trust (each a “Transferor” and collectively, the “Transferors”), and Starr Investments Cayman II, Inc., a company organized with limited liability under the laws of the Cayman Islands (“Transferee”).

WHEREAS, the Transferors have agreed to transfer an aggregate of up to 150,000 of their shares of common stock of China MediaExpress Holdings, Inc. (the “Company”) to the Transferee, for good and valuable consideration already received.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1

Purchase and Sale

Section 1. Transfer of the Founder Shares. (a) Each Transferor hereby transfers (the “Transfer”) to Transferee such number of their shares of the Company’s common stock (the “Founder Shares”) set forth on Annex A hereto opposite their respective names thereon for good and valuable consideration already received.

(b) Transferors shall cause Company’s transfer agent, CST to (i) irrevocably transfer to Transferee the Founder Shares, from the accounts of the applicable Transferors, with such Founder Shares and (ii) provide written evidence satisfactory to Transferee and its counsel of the occurrence of (i), above.

ARTICLE 2

Representations and Warranties of Transferors

Each Transferor severally and not jointly represents and warrants to Transferee as of the date hereof that:

Section 2.01. Authority. This Agreement has been validly authorized, executed and delivered by Transferor and, assuming the due authorization, execution and delivery thereof by Transferee, is a valid and binding agreement of Transferor, enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by Transferors does not and will not conflict with, violate or cause a

breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which Transferor is a party which would prevent Transferor from performing or materially delay or materially impair the ability of Transferor to perform its obligations hereunder or (ii) any law, statute, rule or regulation to which Transferor is subject.

Section 2.02. Ownership of Founder Shares. Transferor is the legal and beneficial owner of the applicable Founder Shares, free and clear of any liens, claims, security interests, options, charges or any other encumbrance, limitation or restriction whatsoever. The Founder Shares are duly authorized, validly issued, fully paid and nonassessable. None of the Founder Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Founder Shares.

Section 2.03. Governmental Consents. No consent, approval, license or authorization of or designation, declaration, or filing with, any federal, state, or local governmental authority on the part of any Transferor is required in connection with the consummation of the transitions contemplated by this Agreement.

Section 2.04. Sophisticated Investor; Information. Transferor is an informed and sophisticated investor, and has engaged expert advisors, experienced in transactions of the type contemplated by this Agreement. Transferor further represents that it has been furnished by the Company with, and has evaluated, all information it deems necessary, desirable and appropriate to evaluate the merits and risks of the transactions contemplated herein and has received such legal and financial other advice as deemed to be necessary, desirable and appropriate to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. In evaluating the suitability of the transactions contemplated herein, Transferor has not relied upon any representations or information whether oral or written made by or on behalf of Transferee other than the representations and warranties of the Transferee expressly set forth in this Agreement.

Transferor understands and acknowledges that, in effecting the transactions contemplated by this Agreement, the Transferee will rely on the representations and warrants contained in this Section 2.

Section 2.05. Finder’s Fees. No investment banker, broker, finder or other intermediary is entitled to a fee or commission from Transferor or the Company in respect of this Agreement based upon any arrangement or agreement made by or on behalf of Transferee or any of its Affiliates.

Section 2.06. No Legal Advice from Transferee. Transferor acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with Transferor’s own legal counsel and investment and tax advisors. Transferor is not relying on any statements or representations of Transferee or any of their representatives or agents for legal, tax

or investment advice with respect to this Agreement or the transactions contemplated by the Agreement.

Section 2.07. Transfer Taxes. Transferor understands that Transferor (and not Transferee) shall be responsible for any and all tax liabilities of Transferor that may arise as a result of the transactions contemplated by this Agreement.

ARTICLE 3

Representations and Warranties of Transferee

Transferee represents and warrants to Transferors as of the date hereof that:

Section 3.01. Authorization. This Agreement has been validly authorized, executed and delivered by Transferee and assuming the due authorization, execution and delivery thereof by Transferors, is a valid and binding agreement of Transferee, enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by Transferee does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which Transferee is a party which would prevent Transferee from performing or materially delay or materially impair the ability of Transferee from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Transferee is subject.

Section 3.02. Sophisticated Buyer; Information. Transferee is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the Transfer and is an “accredited investor” within the meaning of Rule 501(a) promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”). Transferee further represents that it has been furnished by the Company with, and has evaluated, all information it deems necessary, desirable and appropriate to evaluate the merits and risks of the transactions contemplated herein and has received such legal and financial other advice as deemed to be necessary, desirable and appropriate to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. In evaluating the suitability of the transactions contemplated herein, Transferee has not relied upon any representations or information whether oral or written made by or on behalf of Transferors other than the representations and warranties of the Transferors expressly set forth in this Agreement.

Section 3.03. No Legal Advice from Transferors. Transferee acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with Transferee’s own legal counsel and investment and tax advisors. Transferee is not relying on any statements or representations of the Transferors or any of their representatives or agents for legal,

tax or investment advice with respect to this Agreement or the transactions contemplated by the Agreement.

Section 3.04. Transfer Taxes. Transferee understands that Transferee (and not Transferors) shall be responsible for any and all tax liabilities of Transferee that may arise as a result of the transactions contemplated by this Agreement.

Section 3.05. Restrictions on Transfer. Transferee acknowledges and understands the Founder Shares have not been registered under the Securities Act, and, if in the future the Transferee decides to offer, resell, pledge or otherwise transfer the Founder Shares, such Founder Shares may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any available other exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Absent registration or an available exemption from registration, Transferee agrees that it will not resell the Founder Shares.

ARTICLE 5

Miscellaneous

Section 5.01. Further Assurances. Transferors and Transferee will execute and deliver, or cause to be executed and delivered, all further documents and instruments and use it reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law, to consummate and make effective the transactions contemplated by this Agreement.

Section 5.02. Amendments. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or in the case of a waiver, by the party against whom the waiver is to be effective.

Section 5.03 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other parties hereto.

Section 5.04. Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State of Delaware. Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall, to the fullest extent applicable, be brought and enforced first in the Delaware Chancery Court, then to such other court in the State of Delaware as

appropriate and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Section 5.05. Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts and delivered by facsimile, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

TRANSFERORS

JOHN W. HYDE LIVING TRUST

By:	/s/ John W. Hyde
	Name:	John W. Hyde
	Title:	Trustee

SARA GREEN 2007 GST TRUST

By:	/s/ Jeffrey Bolson
	Name:	Jeffrey Bolson
	Title:	Trustee

BLAIR GREEN 2007 GST TRUST

By:	/s/ Jeffrey Bolson
	Name:	Jeffrey Bolson
	Title:	Trustee

/s/ Theodore S. Green
Theodore S. Green



/s/ Malcolm Bird
Malcolm Bird


/s/ Jonathan F. Miller
Jonathan F. Miller

[Signature Page to Share Transfer Agreement]

TRANSFEREE

	STARR INVESTMENTS CAYMAN II, INC.


	By:	/s/ Stuart Osborne
		Name: Stuart Osborne
		Title: Director

ANNEX A

Name of Stockholder		Number of Shares

John W. Hyde Living Trust		7,500

Theodore S. Green		57,500

Malcolm Bird		52,500

Jonathan F. Miller		7,500

Sara Green 2007 GST Trust		12,500

Blair Green 2007 GST Trust		12,500

	Total:	150,000

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